Common use of Possession of Intellectual Property Clause in Contracts

Possession of Intellectual Property. The Transaction Entities and their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct the business now operated by them, and neither of the Transaction Entities nor any of their subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 48 contracts

Samples: Underwriting Agreement (Hudson Pacific Properties, Inc.), Underwriting Agreement (Hudson Pacific Properties, L.P.), Underwriting Agreement (Hudson Pacific Properties, L.P.)

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Possession of Intellectual Property. The Transaction Entities Company, the Operating Partnership and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither none of the Transaction Entities nor Company, the Operating Partnership or any of their subsidiaries Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company, the Operating Partnership or any of their subsidiaries Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 24 contracts

Samples: Equity Distribution Agreement (LaSalle Hotel Properties), Underwriting Agreement (Lasalle Hotel Properties), Equity Distribution Agreement (LaSalle Hotel Properties)

Possession of Intellectual Property. The Transaction Entities and their respective subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct the business now operated by them, and neither of the Transaction Entities nor any of their respective subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their respective subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 21 contracts

Samples: Underwriting Agreement (RLJ Lodging Trust), Distribution Agreement (Plymouth Industrial REIT Inc.), Underwriting Agreement (Community Healthcare Trust Inc)

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated or proposed to be operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 18 contracts

Samples: Stock Purchase Agreement (Farmland Partners Inc.), Underwriting Agreement (Farmland Partners Inc.), Equity Distribution Agreement (Farmland Partners Inc.)

Possession of Intellectual Property. The Transaction Entities Except as disclosed in the Prospectus, the Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 12 contracts

Samples: Underwriting Agreement (Stifel Financial Corp), Underwriting Agreement (Stifel Financial Corp), Underwriting Agreement (Stifel Financial Corp)

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated or proposed to be operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 11 contracts

Samples: Underwriting Agreement (Rexford Industrial Realty, Inc.), Underwriting Agreement (Rexford Industrial Realty, Inc.), Underwriting Agreement (Rexford Industrial Realty, Inc.)

Possession of Intellectual Property. The Transaction Entities and their respective subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct the business now operated by them, and neither of the Transaction Entities nor any of their respective subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their respective subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 11 contracts

Samples: Equity Offeringsm Sales Agreement (Safehold Inc.), Underwriting Agreement (Safehold Inc.), Underwriting Agreement (Safehold Inc.)

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, and except as otherwise described in the Prospectus neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 11 contracts

Samples: Underwriting Agreement (Nextlink Communications LLC), Underwriting Agreement (Xo Communications Inc), Underwriting Agreement (Xo Communications Inc)

Possession of Intellectual Property. The Transaction Each of the TEPPCO Entities and their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, and neither none of the Transaction TEPPCO Entities nor any of their subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of any of the Transaction TEPPCO Entities or any of their subsidiaries thereinsubsidiaries, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would could reasonably be expected to result in a Material Adverse Effect.

Appears in 10 contracts

Samples: Underwriting Agreement (Jonah Gas Gathering Co), Underwriting Agreement (Teppco Partners Lp), Underwriting Agreement (Teppco Partners Lp)

Possession of Intellectual Property. The Transaction Entities and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary necessary, if any, to conduct the business now operated by them, and neither of the Transaction Entities nor any of their subsidiaries the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their subsidiaries the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 8 contracts

Samples: Underwriting Agreement (Sotherly Hotels Lp), Underwriting Agreement (Sotherly Hotels Lp), Sales Agency Agreement (Sotherly Hotels Lp)

Possession of Intellectual Property. The Transaction Entities Company, the Operating Partnership and their subsidiaries any Subsidiary own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities nor Company, the Operating Partnership or any of their subsidiaries Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company, the Operating Partnership or any of their subsidiaries Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 8 contracts

Samples: Underwriting Agreement (Lasalle Hotel Properties), Underwriting Agreement (Keystone Property Trust), Purchase Agreement (Keystone Property Trust)

Possession of Intellectual Property. The Transaction Entities Except as would not result in a Material Adverse Effect, the Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 7 contracts

Samples: Purchase Agreement (DCT Industrial Trust Inc.), Purchase Agreement (DCT Industrial Trust Inc.), Purchase Agreement (DCT Industrial Trust Inc.)

Possession of Intellectual Property. The Transaction Entities Company, CHS and their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on in all material respects the business now operated by them, and neither none of the Transaction Entities nor Company, CHS or any of their subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would which could render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company, CHS or any of their subsidiaries therein, and which infringement except for such infringements or conflict conflicts (if the subject of any unfavorable decision, ruling or finding) or invalidity invalidities or inadequacyinadequacies which would not, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 7 contracts

Samples: Community Health Systems Inc, Purchase Agreement (Community Health Systems Inc/), Underwriting Agreement (Community Health Systems Inc/)

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including including, without limitation, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 7 contracts

Samples: Equity Offeringsm Sales Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Terms Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Terms Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)

Possession of Intellectual Property. The Transaction Entities and their subsidiaries Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct the business now operated by them, and neither . None of the Transaction Entities nor any of their subsidiaries Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their subsidiaries Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 7 contracts

Samples: Underwriting Agreement (Preferred Apartment Communities Inc), Underwriting Agreement (Preferred Apartment Communities Inc), Underwriting Agreement (Preferred Apartment Communities Inc)

Possession of Intellectual Property. The Transaction Entities Trust, the Operating Partnership and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Trust nor the Operating Partnership or any of their subsidiaries Subsidiary has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Trust, the Operating Partnership or any of their subsidiaries Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 6 contracts

Samples: Purchase Agreement (Pennsylvania Real Estate Investment Trust), Purchase Agreement (Pennsylvania Real Estate Investment Trust), Purchase Agreement (Pennsylvania Real Estate Investment Trust)

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries its Subsidiaries has received any actual notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 6 contracts

Samples: Underwriting Agreement (Oriental Financial Group Inc), Underwriting Agreement (Oriental Financial Group Inc), Underwriting Agreement (R&g Financial Corp)

Possession of Intellectual Property. The Transaction Entities Company, the Partnership and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither none of the Transaction Entities nor Company, the Partnership or any of their subsidiaries Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company, the Partnership or any of their subsidiaries Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Sales Agreement (CBL & Associates Properties Inc), Sales Agreement (CBL & Associates Properties Inc), Sales Agreement (CBL & Associates Properties Inc)

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary necessary, if any, to conduct the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Underwriting Agreement (1347 Property Insurance Holdings, Inc.), Underwriting Agreement (1347 Property Insurance Holdings, Inc.), Sales Agency Agreement (Peapack Gladstone Financial Corp)

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, and and, other than as described in the Prospectus, neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Solectron Corp), Purchase Agreement (Solectron Corp), Purchase Agreement (Solectron Corp)

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business businesses now operated by them, and neither none of the Transaction Gxxxxxxx Entities nor or any of their the Company’s subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any such Intellectual Property or of any facts or circumstances that which would render any such Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to might result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Garrison Capital Inc.), Underwriting Agreement (Garrison Capital Inc.), Underwriting Agreement (Garrison Capital Inc.)

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries its Subsidiaries own or possesspossess or otherwise have the legal right to use, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Trina Solar LTD), Underwriting Agreement (Trina Solar LTD), Underwriting Agreement (Trina Solar LTD)

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary necessary, if any, to conduct the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries the Subsidiaries has received any notice notice, since January 1, 2018, or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse EffectChange.

Appears in 3 contracts

Samples: Underwriting Agreement (FG Financial Group, Inc.), Underwriting Agreement (FG Financial Group, Inc.), Underwriting Agreement (FG Financial Group, Inc.)

Possession of Intellectual Property. The Transaction Issuer Entities and their respective subsidiaries own or possessown, possess or can acquire on reasonable terms, terms adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, collectively “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither none of the Transaction Issuer Entities nor or any of their respective subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Issuer Entities or any of their respective subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would could reasonably be expected to have or result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Selected Dealer Agreement (Corporate Capital Trust, Inc.), Selected Dealer Agreement (Owl Rock Capital Corp II), Selected Dealer Agreement (Corporate Capital Trust, Inc.)

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries the Subsidiary own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct its business as described in the business now operated by themRegistration Statement, the General Disclosure Package and the Prospectus, and neither of the Transaction Entities Company nor any of their subsidiaries the Subsidiary has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries the Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Colony Financial, Inc.), Purchase Agreement (Colony Financial, Inc.)

Possession of Intellectual Property. The Transaction Entities Company, its Subsidiaries and their subsidiaries its Material Holdings own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries its Subsidiaries or Material Holdings has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries its Subsidiaries or Material Holdings therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: International Purchase Agreement (Internet Capital Group Inc), Purchase Agreement (Internet Capital Group Inc)

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by themthem and described in the Registration Statement or Prospectus, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacyinadequacy would, singly individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Coinmach Service Corp), Purchase Agreement (Coinmach Service Corp)

Possession of Intellectual Property. The Transaction Entities Except as disclosed in the Offering Memorandum, the Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), ) trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly singularly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement, Registration Rights Agreement (Idec Pharmaceuticals Corp / De)

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary necessary, if any, to conduct the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries the Subsidiaries has received any notice notice, since January 1, 2019, or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse EffectChange.

Appears in 2 contracts

Samples: Underwriting Agreement (FG Financial Group, Inc.), Underwriting Agreement (FG Financial Group, Inc.)

Possession of Intellectual Property. The Transaction Entities Except as disclosed in the Prospectus, the Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Sangstat Medical Corp), Purchase Agreement (Interliant Inc)

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries the Subsidiaries own or possesspossess or otherwise have the legal right to use, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names (including the "Ctrip" and "Xxxxx.xxx" names and logos) or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property which infringement or conflict (if the subject of an unfavorable decision, ruling or finding) would result in a Material Adverse Effect or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: International Purchase Agreement (Ctrip Com International LTD), Underwriting Agreement (Ctrip Com International LTD)

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or own, possess, license or can acquire on reasonable terms, have the right to use adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by themthem or except as would not have a Material Adverse Effect, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result result, singly or in the aggregate, in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Green Mountain Coffee Roasters Inc), Purchase Agreement (Green Mountain Coffee Roasters Inc)

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possesspossess or otherwise have the legal right to use, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Trina Solar LTD), Underwriting Agreement (Trina Solar LTD)

Possession of Intellectual Property. The Transaction Entities Company, the Operating Partnership and their subsidiaries any Subsidiary own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities nor Company, the Operating Partnership or any of their subsidiaries Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company, the Operating Partnership or any of their subsidiaries Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Keystone Property Trust), Purchase Agreement (Keystone Property Trust)

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possesspossess or hold under valid license, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice that the Company has evidence is valid or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, aggregate would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Schedules (Azurix Corp)

Possession of Intellectual Property. The Transaction Entities Company, the Partnership and their subsidiaries own or the Subsidiaries own, possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on their business as contemplated in the business now operated by themProspectus, and neither each of the Transaction Entities nor any of their subsidiaries Company, the Partnership and each Subsidiary has not received any notice or and is not otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company, the Partnership or any of their subsidiaries Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Sunstone Hotel Investors Inc)

Possession of Intellectual Property. The Each Transaction Entities Entity and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither none of the Transaction Entities nor any of their subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable adverse decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (InfraREIT, Inc.)

Possession of Intellectual Property. The Transaction Entities Issuer and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, or presently employed by them, and neither of the Transaction Entities Issuer nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Issuer or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (IC Power Pte. Ltd.)

Possession of Intellectual Property. The Transaction Entities ATA and their subsidiaries own each Subsidiary thereof owns or possesspossesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct its business as described in the business now operated by themSpecified SEC Reports, and neither of the Transaction Entities ATA nor any of their subsidiaries its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities ATA or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a an ATA Material Adverse Effect.

Appears in 1 contract

Samples: Master Contribution and Recapitalization Agreement (Landmark Apartment Trust of America, Inc.)

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possesspossess or hold under valid license, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice that the Company has evidence is valid or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: International Purchase Agreement (Azurix Corp)

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possesspossess adequate rights to use, or can acquire on commercially reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary material to the conduct of its business as currently conducted. Neither the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice in writing or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Cypress Semiconductor Corp /De/)

Possession of Intellectual Property. The Transaction Entities and their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-know how (including including, without limitation, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities nor any of their subsidiaries has have received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their subsidiaries therein, and which infringement or conflict (conflict, if the subject of any an unfavorable decision, ruling or finding) or ), invalidity or inadequacyinadequacy could, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Equity Distribution Agreement (JBG SMITH Properties)

Possession of Intellectual Property. The Transaction Entities Company, its subsidiaries and their subsidiaries its Material Holdings own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries or Material Holdings has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries or Material Holdings therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Internet Capital Group Inc)

Possession of Intellectual Property. The Transaction Entities and their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how know‑how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct the business now operated by them, and neither of the Transaction Entities nor any of their subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Hudson Pacific Properties, Inc.)

Possession of Intellectual Property. The Transaction Entities and their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary necessary, if any, to conduct the business now operated by them, and neither of the Transaction Entities nor any of their subsidiaries the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their subsidiaries the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Sotherly Hotels Lp)

Possession of Intellectual Property. The Transaction Entities Except as is set forth in the Offering Memorandum, the Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Caprock Communications Corp)

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries its Subsidiaries own or possesspossess or otherwise have the legal right to use, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any an unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (A-Max Technology LTD)

Possession of Intellectual Property. The Transaction Entities ARC, the Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, and neither none of ARC, the Transaction Entities nor Company or any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of ARC, the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Affordable Residential Communities Inc

Possession of Intellectual Property. The Transaction Entities Except as disclosed in the Prospectus, the Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how know‑how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Stifel Financial Corp)

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Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or own, possess, license, have a right to use or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Sicor Inc

Possession of Intellectual Property. The Transaction Entities and their respective subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct the business now operated by them, and neither of the Transaction Entities nor any of their respective subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their respective subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Four Springs Capital Trust)

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by themthem and to be operated following the Combination, and neither of the Transaction Entities Company nor any of their subsidiaries its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Industrial Distribution Group Inc

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by themthem and described in the Registration Statement or Prospectus, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacyinadequacy would, singly individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Appliance Warehouse of America Inc)

Possession of Intellectual Property. The Transaction Entities Corporation and their subsidiaries own each Subsidiary thereof owns or possesspossesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct its business as described in the business now operated by themSpecified SEC Reports, and neither of the Transaction Entities Corporation nor any of their subsidiaries its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Corporation or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Landmark Apartment Trust of America, Inc.)

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or know how, confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of except where the Transaction Entities failure to own or possess, or have the ability to acquire on reasonable terms such Intellectual Property would not, singularly or in the aggregate, cause a Material Adverse Change. Neither the Company nor any of their subsidiaries Subsidiary has received any notice or notice, and is not otherwise aware aware, of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would reasonably be expected to result in a Material Adverse EffectChange.

Appears in 1 contract

Samples: Underwriting Agreement (Abraxas Petroleum Corp)

Possession of Intellectual Property. The Transaction Entities LLC, the Company and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities LLC, the Company nor any of their subsidiaries the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities LLC, the Company or any of their subsidiaries the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Aether Systems Inc)

Possession of Intellectual Property. The Transaction Entities Except as disclosed in the Registration Statement, the Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (Stifel Financial Corp)

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”"INTELLECTUAL PROPERTY") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Best Built Inc)

Possession of Intellectual Property. The Transaction Entities Company, the Operating Partnership and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither none of the Transaction Entities nor Company, the Operating Partnership or any of their subsidiaries Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company, the Operating Partnership or any of their subsidiaries Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Lasalle Hotel Properties)

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, or presently employed by them, and neither of the Transaction Entities Company nor any of their subsidiaries the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacyinadequacy that, singly individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Nymagic Inc)

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business businesses now operated by them, and neither none of the Transaction Entities nor Gaxxxxxx Xntities or any of their the Company’s subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any such Intellectual Property or of any facts or circumstances that which would render any such Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to might result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Garrison Capital Inc.)

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, domain names, trade names or other intellectual property (collectively, “Intellectual Property”"INTELLECTUAL PROPERTY") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Penn National Gaming Inc)

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct their respective businesses as described in the business now operated by themRegistration Statement, the General Disclosure Package and the Prospectus, and neither of the Transaction Entities Company nor any of their subsidiaries Subsidiary has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to would, individually or in the aggregate, result in a Material Adverse Effect.

Appears in 1 contract

Samples: Colony American Homes, Inc.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries and variable interest entities own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries or variable interest entities has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries or variable interest entities therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Bona Film Group LTD)

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or know how, confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of except where the Transaction Entities failure to own or possess, or have the ability to acquire on reasonable terms such Intellectual Property would not, singularly or in the aggregate, cause a Material Adverse Change. Neither the Company nor any of their subsidiaries Subsidiary has received any notice or notice, and is not otherwise aware aware, of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse EffectChange.

Appears in 1 contract

Samples: Underwriting Agreement (Abraxas Petroleum Corp)

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries its Subsidiaries own or possess, or can acquire acquire, directly or indirectly through the Business Manager, on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Inland American (Inland American Real Estate Trust, Inc.)

Possession of Intellectual Property. The Transaction Entities Company, its subsidiaries and their subsidiaries its Material Holdings own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries or Material Holdings has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries or Material Holdings therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse EffectEffect with respect to the Company.

Appears in 1 contract

Samples: Internet Capital Group Inc

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by themthe Company and its subsidiaries, taken as a whole, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Diamond S Shipping Group, Inc.)

Possession of Intellectual Property. The Transaction Entities and their respective subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct the business now operated by them, and neither of the Transaction Entities nor any of their respective subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their respective subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Empire State Realty Trust, Inc.)

Possession of Intellectual Property. The Transaction Entities Company, the Operating Partnership and their subsidiaries any Subsidiary own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, and neither none of the Transaction Entities nor Company, the Operating Partnership or any of their subsidiaries Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company, the Operating Partnership or any of their subsidiaries Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Lasalle Hotel Properties

Possession of Intellectual Property. The Transaction Entities and their subsidiaries own Business owns or possesspossesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by themBusiness as currently conducted except as would not result in a Material Adverse Effect, and neither none of the Transaction Entities nor Healthtrust, Triad, Holdings or any of their respective subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their subsidiaries Business therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Triad Hospitals Inc

Possession of Intellectual Property. The Transaction Entities Guarantor and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Guarantor nor any of their subsidiaries the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property 11 invalid or inadequate to protect the interest of the Transaction Entities Guarantor or any of their subsidiaries the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (PTC International Finance Holding B V)

Possession of Intellectual Property. The Transaction Each of the Company and the Group Entities and their subsidiaries own owns or possesspossesses or otherwise has the legal right to use, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct carry on the business now operated by them, and neither none of the Transaction Company or the Group Entities nor any of their subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their subsidiaries the Company and the Group Entities therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: ATA Inc.

Possession of Intellectual Property. The Transaction Entities To the Company’s knowledge, the Company and their its subsidiaries own or possess, or believe that they can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property necessary to carry on the business now operated by them (collectively, “Intellectual Property”) reasonably necessary to conduct the business now operated by them), and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would reasonably be expected to render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Golfsmith International Holdings Inc)

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possesspossess adequate rights to use, or can acquire on commercially reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how know‑how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary material to the conduct of its business as currently conducted. Neither the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice in writing or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Cypress Semiconductor Corp /De/)

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") reasonably necessary to conduct the carry on their business now operated as currently conducted by themthem except as would not result in a Material Adverse Effect, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Lifepoint Hospitals Inc

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-know how (including including, without limitation, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by themthem in all material respects, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any an unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (Team Inc)

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries the Subsidiaries own or possesspossess or otherwise have the legal right to use, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names (including the “Ctrip” and “Xxxxx.xxx” names and logos) or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property which infringement or conflict (if the subject of an unfavorable decision, ruling or finding) would result in a Material Adverse Effect or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Ctrip Com International LTD)

Possession of Intellectual Property. The Transaction Entities and their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-know how (including including, without limitation, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities nor any of their subsidiaries has have received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their subsidiaries therein, and which infringement or conflict (conflict, if the subject of any an unfavorable decision, ruling or finding) or , invalidity or inadequacyinadequacy could, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (JBG SMITH Properties)

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither none of the Transaction Gxxxxxxx Entities nor or any of their the Company’s subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any such Intellectual Property or of any facts or circumstances that which would render any such Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to might result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Garrison Capital LLC)

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