Common use of Possession of Intellectual Property Clause in Contracts

Possession of Intellectual Property. The Company and each of its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in the General Disclosure Package and the Prospectus, and neither the Company nor any of 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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 result in a Material Adverse Effect.

Appears in 8 contracts

Samples: Equity Distribution Agreement (PennyMac Mortgage Investment Trust), Equity Distribution Agreement (PennyMac Mortgage Investment Trust), Purchase Agreement (PennyMac Mortgage Investment Trust)

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Possession of Intellectual Property. The Company Company, the Operating Partnership and each of its the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither none of the Company nor Company, the Operating Partnership or any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company Company, the Operating Partnership or any of its 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 result in a Material Adverse Effect.

Appears in 7 contracts

Samples: Underwriting Agreement (LaSalle Hotel Properties), Underwriting Agreement (CBL & Associates Limited Partnership), Underwriting Agreement (CBL & Associates Properties Inc)

Possession of Intellectual Property. The Company and each of its Subsidiaries own owns or possesspossesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses its business as described in the General Disclosure Package and the Prospectus, and neither the Company nor any of 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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 result in a Material Adverse Effect.

Appears in 6 contracts

Samples: Equity Distribution Agreement (PennyMac Mortgage Investment Trust), Pennymac Mortgage Investment Trust (PennyMac Mortgage Investment Trust), Purchase Agreement (PennyMac Mortgage Investment Trust)

Possession of Intellectual Property. The Company and each of its Subsidiaries own owns possesses or possess, or can acquire on reasonable terms, licenses adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described carry on the business now operated by it, except where the failure to own, possess or license would not, singly or in the General Disclosure Package aggregate, reasonably be expected to have a Material Adverse Effect, and the Prospectus, and neither the Company nor any of 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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 5 contracts

Samples: Underwriting Agreement (Rockwood Holdings, Inc.), Underwriting Agreement (Rockwood Holdings, Inc.), Underwriting Agreement (Rockwood Holdings, Inc.)

Possession of Intellectual Property. The Company Company, the Operating Partnership and each of its the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither none of the Company nor Company, the Operating Partnership or any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company Company, the Operating Partnership or any of its 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 Effect.

Appears in 5 contracts

Samples: Sales Agreement (Ashford Hospitality Trust Inc), Sales Agreement (Aimco Properties Lp), Equity Distribution Agreement (Aimco Properties Lp)

Possession of Intellectual Property. The Except as described in the Registration Statement, the Company and each of its Subsidiaries own or possesspossess the right to utilize, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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") necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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 result in a Material Adverse Effect.

Appears in 4 contracts

Samples: International Purchase Agreement (Rayovac Corp), Purchase Agreement (Rayovac Corp), International Purchase Agreement (Rayovac Corp)

Possession of Intellectual Property. The Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, the Company and each of its Subsidiaries own owns or possesspossesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names names, or other intellectual property (collectively, “Intellectual Property”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package business now operated by them, and the Prospectus, and neither the Company nor any of its Subsidiaries has not 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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 result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Verrica Pharmaceuticals Inc.), Underwriting Agreement (Verrica Pharmaceuticals Inc.), Underwriting Agreement (Verrica Pharmaceuticals Inc.)

Possession of Intellectual Property. The Company and each of its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in the General Disclosure Package Statutory Prospectus and the Prospectus, and neither the Company nor any of 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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 result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Abacus Life, Inc.), Underwriting Agreement (Abacus Life, Inc.), Underwriting Agreement (Abacus Life, Inc.)

Possession of Intellectual Property. The Except as disclosed in the Offering Memorandum, the Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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") necessary to conduct their respective businesses carry on the business now operated by them. Except as described disclosed in the General Disclosure Package and the ProspectusOffering Memorandum, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Purchase Agreement (Entertainment Inc), Purchase Agreement (Entertainment Inc), Purchase Agreement (Poland Communications Inc)

Possession of Intellectual Property. The Company and each of its ----------------------------------- Subsidiaries own or possess, possess or can acquire on reasonable terms, have access to adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), United States trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to conduct their respective businesses carry on the business now operated by them except as described in the General Disclosure Package and the Prospectuswould not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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: Purchase Agreement (Ixl Enterprises Inc), International Purchase Agreement (Ixl Enterprises Inc), International Purchase Agreement (Ixl Enterprises Inc)

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and business now operated by them, except where the Prospectus, and neither inability to do so would not have a Material Adverse Effect. Neither the Company nor any of its 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 which would render any Intellectual Property Properly invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Grupo Televisa, S.A.B.), Underwriting Agreement (Grupo Televisa, S.A.B.), Underwriting Agreement (Grupo Televisa, S.A.B.)

Possession of Intellectual Property. The Except as would not reasonably be expected, singly or in the aggregate, to have a Material Adverse Effect, the Company and each of its Subsidiaries own owns or possesspossesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package business now operated by the Company, and the Prospectus, and neither the Company nor any of its Subsidiaries has not 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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 (Runway Growth Finance Corp.), Underwriting Agreement (Runway Growth Finance Corp.), Underwriting Agreement (Runway Growth Finance Corp.)

Possession of Intellectual Property. The Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and each of its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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 result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Dynex Capital Inc), Underwriting Agreement (Dynex Capital Inc), Underwriting Agreement (Dynex Capital Inc)

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses carry on the business now operated by them except, in each case, as described in the General Disclosure Package and the Prospectus, would not have a Material Adverse Effect and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Purchase Agreement (Agrium Inc), Purchase Agreement (Agrium Inc), Purchase Agreement (Agrium Inc)

Possession of Intellectual Property. The Except as described in the Registration Statement, General Disclosure Package and Prospectus, the Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Purchase Agreement (Mylan Laboratories Inc), Purchase Agreement (Mylan Laboratories Inc), Purchase Agreement (Mylan Inc.)

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses carry on the business as described in the Registration Statement, the General Disclosure Package and the Prospectus, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Office Properties Income Trust), Underwriting Agreement (Office Properties Income Trust), Underwriting Agreement (Government Properties Income Trust)

Possession of Intellectual Property. The Except as disclosed in the Prospectuses, the Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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") necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 3 contracts

Samples: International Purchase Agreement (Interliant Inc), Idec Pharmaceuticals Corp / De, Idec Pharmaceuticals Corp / De

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses carry on the business now operated by them and, except as described disclosed in the General Disclosure Package and the Prospectus, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Triumph Group Inc), Underwriting Agreement (Triumph Group Inc), Underwriting Agreement (Triumph Group Inc)

Possession of Intellectual Property. The Except to the extent described in the Registration Statement, the Company and each of its the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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") necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Purchase Agreement (Aether Systems LLC), Purchase Agreement (Aether Systems Inc), Aether Systems LLC

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses carry on the business as described in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Select Income Reit), Underwriting Agreement (Government Properties Income Trust), Underwriting Agreement (Select Income Reit)

Possession of Intellectual Property. The Except as would not, singly or in the aggregate, result in a Material Adverse Effect, the Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its Subsidiaries subsidiaries therein, and which infringement or conflict (conflict, if the subject of any an unfavorable decision, ruling or finding) , or invalidity or inadequacy, could, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Tapestry, Inc.), Underwriting Agreement (Tapestry, Inc.), Underwriting Agreement (Coach Inc)

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, possess or can acquire have the right to use on reasonable terms, adequate terms all patents, patent rights, patent applications, licenses, inventions, copyrights, software and design licenses, know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names or and other intellectual property (collectively, “Intellectual Property”) necessary to conduct carry on their respective businesses as described in the General Disclosure Package Prospectus and the Prospectus, as proposed to be conducted; and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest interests of the Company or any of its Subsidiaries 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 might result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Equity Distribution Agreement (Arbor Realty Trust Inc), Equity Distribution Agreement (Arbor Realty Trust Inc), Equity Distribution Agreement (Arbor Realty Trust Inc)

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, has valid rights to use adequate patents, patent rightsapplications, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses carry on the business now operated by them as described in the Registration Statement, the General Disclosure Package and the Prospectus, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Piedmont Lithium LTD), Underwriting Agreement (Piedmont Lithium LTD), Underwriting Agreement (Piedmont Lithium Inc.)

Possession of Intellectual Property. The Company and each of its the Company Subsidiaries own own, have incidental rights to or possesspossess the right to use to the extent necessary in their businesses, or can acquire on reasonable terms, adequate the patents, patent rights, licenses, inventions, copyrights, software and design licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, marks and trade names or other intellectual property (collectively, “Intellectual Propertyproprietary rights”) necessary to conduct their respective businesses as described presently employed by them in connection with the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of its Subsidiaries Company 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 proprietary rights, or of any facts or circumstances which would render any Intellectual Property proprietary rights invalid or inadequate to protect the interest of the Company or any of its Subsidiaries Company 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 result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (MGM Resorts International), Underwriting Agreement (Tracinda Corp), MGM Resorts International

Possession of Intellectual Property. The Except as set forth in the Prospectus, the Company and each of its Subsidiaries own or possess, possess adequate licenses or can acquire on reasonable terms, adequate other rights to use the patents, patent rights, licenses, inventions, copyrights, software and design licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, marks and trade names or other intellectual property (collectively, “Intellectual Property”"patent and proprietary rights") necessary to conduct their respective businesses as described presently employed by them in connection with the General Disclosure Package and the Prospectus, business now operated by them and neither the Company nor any of its 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 patent and proprietary rights or of any facts or circumstances which that would render any Intellectual Property patent and proprietary rights invalid or inadequate to protect the interest of the Company or any of its the affected 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 result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Dura Pharmaceuticals Inc/Ca), Purchase Agreement (Dura Pharmaceuticals Inc/Ca)

Possession of Intellectual Property. The Except for such exceptions that would not reasonably be expected to result in a Material Adverse Effect, the Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of its Subsidiaries subsidiaries 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its Subsidiaries 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 (Tetra Technologies Inc), Tetra Technologies Inc

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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") necessary to conduct their respective businesses as described in carry on the General Disclosure Package and business now operated by them, except where the Prospectusfailure to do so would not have a Material Adverse Effect, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Ck Witco Corp), Purchase Agreement (Ck Witco Corp)

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses carry on the business now operated by them, and, except as described disclosed in the General Disclosure Package and the Prospectus, and neither the Company nor any of its Subsidiaries subsidiaries 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Active Network Inc), Underwriting Agreement (Carbonite Inc)

Possession of Intellectual Property. The Each of the Company and each of its Subsidiaries own owns or possesspossesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses its business as described in the Registration Statement, the General Disclosure Package and the Prospectus, and neither none of the Company nor or any of 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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: Underwriting Agreement (Inland Real Estate Corp), Purchase Agreement (Inland Real Estate Corp)

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated or proposed to be operated by them, and neither the Company Company, the Operating Partnership nor any of its Subsidiaries 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company Company, the Operating Partnership or any of its Subsidiaries 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 result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Condor Hospitality Trust, Inc.), Equity Distribution Agreement (Condor Hospitality Trust, Inc.)

Possession of Intellectual Property. The Except as disclosed in the Prospectus, the Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses its business as now being conducted and as described in the General Disclosure Package and the Prospectus, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 2 contracts

Samples: Purchase Agreement (Nasdaq Stock Market Inc), Purchase Agreement (Nasdaq Stock Market Inc)

Possession of Intellectual Property. The Company Company, the Operating Partnership and each of its Subsidiaries their respective subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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 their respective businesses as described in the General Disclosure Package and the Prospectusbusiness now operated by them, and neither none of the Company Company, the Operating Partnership nor any of its Subsidiaries 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 which that would render any Intellectual Property invalid or inadequate to protect the interest of the Company Company, the Operating Partnership or any of its Subsidiaries 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 result in have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Safety, Income & Growth, Inc.), Securities Purchase Agreement (Empire State Realty Trust, Inc.)

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, possess or can acquire have the right to use on reasonable terms, adequate terms all patents, patent rights, patent applications, licenses, inventions, copyrights, software and design licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names or and other intellectual property (collectively, “Intellectual Property”) necessary to conduct carry on their respective businesses as described in the General Disclosure Package Prospectus and the Prospectus, as proposed to be conducted; and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its Subsidiaries 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 result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Lmi Aerospace Inc), Underwriting Agreement (Georesources Inc)

Possession of Intellectual Property. The Company Company, the Operating Partnership and each of its the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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") necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither none of the Company nor Company, the Operating Partnership or any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company Company, the Operating Partnership or any of its 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 result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (CBL & Associates Properties Inc), Underwriting Agreement (Lasalle Hotel Properties)

Possession of Intellectual Property. The Company and each of its Subsidiaries own owns or possess, or can acquire on reasonable termspossesses, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses its business as described in the Registration Statement, the General Disclosure Package and the Prospectus, and neither the Company nor any of 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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 result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Management Agreement (Starwood Property Trust, Inc.), August (Starwood Property Trust, Inc.)

Possession of Intellectual Property. The Company Company, the Founding Companies and each of its Subsidiaries their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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") necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company, any Founding Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, such Founding Company or any of its 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 result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Integrated Electrical Services Inc), International Purchase Agreement (Integrated Electrical Services Inc)

Possession of Intellectual Property. The Company and each of its Subsidiaries ----------------------------------- subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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") presently employed by them in connection with the business now operated by them or reasonably necessary in order to conduct their respective businesses as described in the General Disclosure Package and the Prospectussuch business, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 in the reasonable judgment of the Company is likely to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: International Purchase Agreement (First Usa Paymentech Inc), Purchase Agreement (First Usa Paymentech Inc)

Possession of Intellectual Property. The Company Company, the Guarantor and each of its Subsidiaries their respective subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company Company, the Guarantor, nor any of its Subsidiaries their respective subsidiaries 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 which would render any Intellectual Property invalid or inadequate to protect the interest of Company, the Company Guarantor, or any of its Subsidiaries 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 result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Whiting Petroleum Corp), Purchase Agreement (Whiting Petroleum Corp)

Possession of Intellectual Property. The Company Company, CHS and each of its Subsidiaries their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described carry on in all material respects the General Disclosure Package and the Prospectusbusiness now operated by them, and neither none of the Company nor Company, CHS or any of its Subsidiaries 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 which would could render any Intellectual Property invalid or inadequate to protect the interest of the Company Company, CHS or any of its Subsidiaries 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 2 contracts

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

Possession of Intellectual Property. The Company and each of its the Company Subsidiaries own own, have incidental rights to or possesspossess the right to use to the extent necessary in their businesses, or can acquire on reasonable terms, adequate the patents, patent rights, licenses, inventions, copyrights, software and design licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, marks and trade names or other intellectual property (collectively, “Intellectual Propertyproprietary rights”) necessary to conduct their respective businesses as described presently employed by them in connection with the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of its Subsidiaries Company 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 proprietary rights, or of any facts or circumstances which would render any Intellectual Property proprietary rights invalid or inadequate to protect the interest of the Company or any of its Subsidiaries Company Subsidiary therein, and which failure, infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (MGM Mirage), MGM Mirage

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses carry on the business now operated by them as described in the Registration Statement, the General Disclosure Package and the Prospectus, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Fastly, Inc.)

Possession of Intellectual Property. The Company Company, its subsidiaries and each of its Subsidiaries the Joint Venture own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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") necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of its Subsidiaries subsidiaries nor the Joint Venture 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 existing facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its Subsidiaries subsidiaries or the Joint Venture therein, and which infringement or or, conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, inadequacy singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Utstarcom Inc)

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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 (collectivelycollectively and together with any applications or registrations for the foregoing, the “Intellectual Property”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Stericycle Inc)

Possession of Intellectual Property. The Company and each of its Subsidiaries the Subsidiary own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, Internet domain names or other intellectual property (collectively, "Intellectual Property") necessary to conduct their respective businesses carry on the business now operated by them, and, except as described disclosed in the General Disclosure Package and Registration Statement or the Prospectus, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Blue Nile Inc

Possession of Intellectual Property. The Except as otherwise disclosed in both the Disclosure Package and the Final Offering Memorandum, the Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its Subsidiaries 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (NPC International Inc)

Possession of Intellectual Property. The Company Company, the Subsidiaries and each of its Subsidiaries the Attest Firms own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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") necessary to conduct their respective businesses as described in carry on the General Disclosure Package business now operated by them and to be operated following the ProspectusCombination, and neither none of the Company nor Company, any of its Subsidiaries Subsidiary or any Attest Firm 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company Company, any Subsidiary or any of its Subsidiaries Attest Firm 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Centerprise Advisors Inc)

Possession of Intellectual Property. The Company and each of its the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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") necessary to conduct their respective businesses carry on the business now operated or, to the Company's knowledge, as described in will be operated following the General Disclosure Package and the ProspectusAcquisition, by them, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its the 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (State National Bancshares, Inc.)

Possession of Intellectual Property. The Except as would not, singly or in the aggregate, result in a Material Adverse Effect, the Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of its 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 which that would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Kbr, Inc.)

Possession of Intellectual Property. The Company and each of its Subsidiaries will at the Closing Time own or possess, have contractual rights to acquire or can be able to acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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") necessary to conduct their respective businesses as which will be employed by it in connection with the operation of its business in the manner described in the General Disclosure Package and the ProspectusOffering Memorandum, and neither none of the Company nor Aladdin Parties or any of its Subsidiaries 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its Subsidiaries thereinCompany, 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Aladdin Gaming Enterprises Inc)

Possession of Intellectual Property. The Each of the Company and each of its Subsidiaries own the Operating Partnership owns or possesspossesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses its business as described in the Registration Statement, the General Disclosure Package and the Prospectus, and neither the Company nor any of its Subsidiaries the Operating Partnership 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its Subsidiaries the Operating Partnership 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Pebblebrook Hotel Trust)

Possession of Intellectual Property. The Company and each of its the Subsidiaries collectively own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described carry on the business now operated by them, except where the failure to do so would not result in the General Disclosure Package and the Prospectus, and neither a Material Adverse Effect. Neither the Company nor any of its the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted the rights of others with respect to any Intellectual Property or is aware of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Carriage Team Florida Cemetery LLC)

Possession of Intellectual Property. The Except as disclosed in the General Disclosure Package and the Prospectus, the Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Masergy Communications Inc)

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, possess or can acquire have the right to use on reasonable terms, adequate terms all patents, patent rights, patent applications, licenses, inventions, copyrights, software and design licenses, know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names or and other intellectual property (collectively, “Intellectual Property”) necessary to conduct carry on their respective businesses as described in the General Disclosure Package Prospectus and the Prospectus, as proposed to be conducted; and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest interests of the Company or any of its Subsidiaries 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 might result in a Material Adverse EffectChange.

Appears in 1 contract

Samples: Sales Agreement (Arbor Realty Trust Inc)

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possesshave valid, binding and enforceable licenses or other rights under, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of its Subsidiaries subsidiaries has received any notice or is otherwise aware of any claim of infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would reasonably be expected to render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 1 contract

Samples: Purchase Agreement (Par Pacific Holdings, Inc.)

Possession of Intellectual Property. The Except as disclosed in the Prospectus, the Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses business as now being conducted and as described in the General Disclosure Package and the Prospectus, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 1 contract

Samples: Purchase Agreement (Nasdaq Stock Market Inc)

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective carry on the businesses now operated by them as described in the General Registration Statement, the Pricing Disclosure Package and the Prospectus, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Cardlytics, Inc.

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses carry on the business now operated by them as described in the Registration Statement, the General Disclosure Package and the Prospectus, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Fastly, Inc.)

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Possession of Intellectual Property. The Company and each of its Subsidiaries does not own or possess, possess or can acquire on reasonable terms, adequate have the right to use any patents, patent rights, rights or patent applications. The Company owns or possesses or has the right to use on reasonable terms all licenses, inventions, copyrights, software and design licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, domain names or and other intellectual property (collectively, "Intellectual Property") necessary to conduct their respective businesses carry on its business as described in the General Disclosure Package Prospectus; and the Prospectus, and neither the Company nor any of its Subsidiaries has not received any notice or and is not otherwise aware of any infringement or violation of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its Subsidiaries therein, therein and which infringement or conflict violation (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Zumiez Inc

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective carry on the businesses now operated by them as described in the General Registration Statement, the Pricing Disclosure Package and the Prospectus, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.. Exhibit 1.1

Appears in 1 contract

Samples: Cardlytics, Inc.

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses carry on the business now operated by them, and, except as described disclosed in the General Disclosure Package and or the Prospectus, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Tongjitang Chinese Medicines Co)

Possession of Intellectual Property. The Company and each of its Subsidiaries Subsidiary own or possess, possess or can acquire have the right to use on reasonable terms, adequate terms all patents, patent rights, patent applications, licenses, inventions, copyrights, software and design licensesworks of authorship, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, domain names or and other intellectual property (collectively, "Intellectual Property") necessary to conduct carry on their respective businesses as described in the General Disclosure Package Prospectus and the Prospectus, as proposed to be conducted; and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Volcom Inc

Possession of Intellectual Property. The Except as described in Disclosure Package and the Final Offering Memorandum, the Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Mylan Inc.)

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and business now operated by them, other than those the Prospectusfailure to own or possess would not have a Material Adverse Effect, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Liberty Media Corp

Possession of Intellectual Property. The Company and Company, its subsidiaries and, to the knowledge of the Company, each of its Subsidiaries the Acquisition Companies own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Boston Private Financial Holdings Inc)

Possession of Intellectual Property. The Company and each of its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in the General Disclosure Package and the Prospectus, and neither the Company nor any of 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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 result in a Material Adverse Effect.. LA_LAN01:357581.5

Appears in 1 contract

Samples: Purchase Agreement (PennyMac Mortgage Investment Trust)

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses carry on the business now operated by them, and, except as described in the General Disclosure Package and the ProspectusFinal Offering Memorandum, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Raser Technologies Inc)

Possession of Intellectual Property. The Company Except as would not result in a Material Adverse Effect, the Transaction Entities and each of its Subsidiaries their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither none of the Company Transaction Entities nor any of its Subsidiaries 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company Transaction Entities or any of its Subsidiaries 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (DCT Industrial Operating Partnership LP)

Possession of Intellectual Property. The Except as described in the General Disclosure Package and the Prospectus, the Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on commercially reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement (Archipelago Learning, Inc.)

Possession of Intellectual Property. The Company and each of its Subsidiaries own owns or possesspossesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses its business as described in the General Disclosure Package Registration Statement and the Prospectus, and neither the Company nor any of 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 which would render any Intellectual Property invalid or inadequate to protect the interest of in the Company or any of 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Sales Agreement (PennyMac Mortgage Investment Trust)

Possession of Intellectual Property. The Company and each of its Subsidiaries own or possesspossess sufficient rights to use, or can acquire on reasonable terms, adequate all patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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 and material to the Company’s business taken as a whole (collectively, “Intellectual Property”) necessary ), and, to conduct their respective businesses as described in the General Disclosure Package and the ProspectusCompany’s knowledge, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Emeritus Corp\wa\)

Possession of Intellectual Property. The Company and each of its the Company Subsidiaries own own, have incidental rights to or possesspossess the right to use to the extent necessary in their businesses, or can acquire on reasonable terms, adequate the patents, patent rights, licenses, inventions, copyrights, software and design licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, marks and trade names or other intellectual property (collectively, “Intellectual Property”"PROPRIETARY RIGHTS") necessary to conduct their respective businesses as described presently employed by them in connection with the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of its Subsidiaries Company 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 proprietary rights, or of any facts or circumstances which would render any Intellectual Property proprietary rights invalid or inadequate to protect the interest of the Company or any of its Subsidiaries Company Subsidiary therein, and which failure, infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (MGM Mirage)

Possession of Intellectual Property. The Company Partnership and each of its Subsidiaries subsidiaries own or possess, possess or can acquire have the right to use on reasonable terms, adequate terms all patents, patent rights, patent applications, licenses, inventions, copyrights, software and design licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names or and other intellectual property (collectively, "Intellectual Property") necessary to conduct carry on their respective businesses as described in the General Disclosure Package Prospectus and the Prospectus, as proposed to be conducted; and neither the Company Partnership nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company Partnership or any of its Subsidiaries 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Legacy Reserves L P

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective carry on the businesses now operated by them as described in the Registration Statement, the General Disclosure Package and the Prospectus, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Cardlytics, Inc.)

Possession of Intellectual Property. The Company and each of its Subsidiaries ----------------------------------- own or possess, possess or can acquire on reasonable terms, have access to adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), United States trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to conduct their respective businesses carry on the business now operated by them except as described in the General Disclosure Package and the Prospectuswould not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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 (Ixl Enterprises Inc)

Possession of Intellectual Property. The Company and each of its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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 property, including specifically but without limitation the patents listed on Schedule V hereto, (collectively, "Intellectual Property") necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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 (Wesley Jessen Visioncare Inc)

Possession of Intellectual Property. The Company and each of its Subsidiaries own owns or possesspossesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses its business as described in the General Disclosure Package and the Prospectus, and neither the Company nor any either of 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 which would render any Intellectual Property invalid or inadequate to protect the interest of in the Company or any either of 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (PennyMac Mortgage Investment Trust)

Possession of Intellectual Property. The Company and each of its the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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") necessary material to the conduct of their respective businesses as described in now operated (or contemplated by the General Disclosure Package and the ProspectusProspectus to be operated), and neither the Company nor any of its 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 which that would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its the Subsidiaries therein, and which other than any such 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 not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (American Equity Investment Life Holding Co)

Possession of Intellectual Property. (A) The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses carry on the business now operated by them, except as described would not result in the General Disclosure Package and the Prospectusa Material Adverse Effect, and (B) neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Sibanye Gold LTD)

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, possess or can acquire have the right to use on reasonable terms, adequate terms all patents, patent rights, patent applications, licenses, inventions, copyrights, software and design licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names or and other intellectual property (collectively, "Intellectual Property") necessary to conduct carry on their respective businesses as described in the General Disclosure Package Prospectus and the Prospectus, as proposed to be conducted; and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its Subsidiaries 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Radiation Therapy (Radiation Therapy Services Inc)

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries and consolidated entities own or possesspossess or otherwise have the legal right to use, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of its Subsidiaries subsidiaries or consolidated 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its Subsidiaries subsidiaries or consolidated 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Cgen Digital Media Co LTD)

Possession of Intellectual Property. The Company and each of its ----------------------------------- Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, trademark registrations, service marks, service xxxx registrations, trade names names, copyrights or other intellectual property (collectively, "Intellectual Property") necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Infonet Services Corp)

Possession of Intellectual Property. The Except as would not, singly or in the aggregate, result in a Material Adverse Effect, the Company and each of its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (First Busey Corp /Nv/)

Possession of Intellectual Property. The Except as disclosed in the Disclosure Package and the Offering Memorandum, the Company and each of its the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Bridge Loan Agreement (Lyondell Chemical Co)

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, possess adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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") necessary to conduct their respective businesses as carry on the business now operated by it or described in the General Disclosure Package and Registration Statement or Prospectus as being owned or possessed by it as the Prospectuscase may be, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Placement Agency Agreement (Biopure Corp)

Possession of Intellectual Property. The Except as disclosed in the Prospectus, the Company and each of its Subsidiaries 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, software and design licenses, 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") necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (China Techfaith Wireless Communication Technology LTD)

Possession of Intellectual Property. The Company Company, NovaStar ----------------------------------- Mortgage and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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") necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by it, and neither the Company nor Company, NovaStar Mortgage or any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company Company, NovaStar Mortgage or any of its Subsidiaries therein, subsidiaries 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Novastar Mortgage Funding Corp)

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on commercially reasonable terms, adequate all material patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses carry on the business now operated by them as described disclosed in the General Disclosure Package and the Prospectus, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its Subsidiaries 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Waddell & Reed Financial Inc)

Possession of Intellectual Property. The Company and each of its ----------------------------------- Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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 property, including specifically but without limitation the patents listed on Schedule II hereto, (collectively, "Intellectual Property") necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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 (Wesley Jessen Visioncare Inc)

Possession of Intellectual Property. The Company and each of its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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 property, including specifically but without limitation the patents listed on Schedule IV hereto, (collectively, "Intellectual Property") necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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 (Wesley Jessen Visioncare Inc)

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated or proposed to be operated by them, and neither the Company Company, nor any Predecessor Entity nor any of its Subsidiaries 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company Company, any Predecessor Entity or any of its Subsidiaries 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Farmland Partners Inc.)

Possession of Intellectual Property. The Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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”) necessary to conduct their respective businesses carry on the business now operated by them and as described disclosed in the General Disclosure Package and the Prospectus, and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse EffectChange.

Appears in 1 contract

Samples: Underwriting Agreement (SM Energy Co)

Possession of Intellectual Property. The Company and each of its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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 property, including specifically but without limitation the patents listed on Schedule __ hereto, (collectively, "Intellectual Property") necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Wesley Jessen Visioncare Inc

Possession of Intellectual Property. The Except as described in the Prospectus, the Company and each of its Subsidiaries own or possesspossess the right to utilize, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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") necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectusbusiness now operated by them, and neither the Company nor any of 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Rayovac Corp)

Possession of Intellectual Property. The Except to the extent it would not result in a Material Adverse Effect, the Company and each of its Subsidiaries subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, 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") necessary to conduct their respective businesses as described in carry on the General Disclosure Package and the Prospectus, business now operated by them; and neither the Company nor any of its 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 which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its 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 result in a Material Adverse Effect.

Appears in 1 contract

Samples: International Purchase Agreement (National Oilwell Inc)

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