Purchased Rights. All data and records relating to the Business, wherever located, including books and records (other than: (i) minute books and records of directors' and shareholders' meetings and other documents relating to Seller's corporate existence; (ii) records of Seller such as general ledgers, and (iii) Seller's tax returns), customer lists, dealer and distributor lists, credit information and correspondence, proprietary data, all designs and drawings, patterns, slogans, copyrights, processes, formulae, know-how, trade secrets, processes, inventions and discoveries (whether patentable or not) manuals, computer software, data stored in computers, contract rights, warranties or other transferable benefits that Seller may have received from manufacturers or suppliers as to any of the Purchased Assets and other similar intangible property and rights (including goodwill) (all of the foregoing hereinafter collectively called the "Purchased Rights"). Seller shall retain the right to examine such books and records transferred to the Purchaser, or to make extracts or copies therefrom, for a period of six years after the date hereof, or until such time as all tax matters relating to Seller's tax year 1997 and prior years have been resolved, whichever shall last occur, during reasonable business hours, and during such other times as the Purchaser and Seller may agree, and to remove such books and records in connection with any proceedings, claims or actions which may be brought against Seller, in any judicial or formal or informal administrative proceeding or before any arbitration tribunal. Purchaser shall have the right to inspect and copy such books and records that are not included in the Purchased Rights during reasonable business hours for a period of six years after the Closing Date.
Purchased Rights. 9 2.1 Sale of Purchased Rights to the Fund.........................9 2.2
Purchased Rights. 15 3.1.11 No Options.........................................15 3.1.12
Purchased Rights. Apollo is entitled to sell, assign, issue, grant and transfer the Purchased Rights and pay the Royalties to the Fund as herein contemplated. Except as contemplated by this Agreement or as disclosed in Schedule H, there has been no sale, conveyance, assignment or granting of any licences, royalties, options or similar rights to or the creation of any Encumbrance on or in respect of any of the Purchased Rights in favour of any other Person.
Purchased Rights. (a) Seller owns, possesses or has the right to use all the Purchased Rights that are used in the Business as it is presently conducted and all such Purchased Rights are valid and in full force and effect. No other intangible or intellectual property is required to permit the conduct of the Business as now conducted or presently proposed to be conducted. All patents, copyrights and trademarks have been duly registered or filed in the United States Patent and Trademark Office, and such registrations have been properly maintained and renewed in accordance with all applicable laws, rules and regulations.
Purchased Rights. Subject to the terms and conditions set forth in this Agreement, and in reliance on the representations, warranties and covenants of the Sellers and TT regarding TTG, at the Closing, the Sellers shall sell, assign, transfer and deliver to the Purchaser all of the Purchased Rights, and the Purchaser shall purchase, acquire and accept from the Sellers and any entity on their behalf the Purchased Rights, in each case, free and clear of any and all Liens. As a result of the foregoing, immediately after the Closing, the Purchaser shall be the sole owner, free and clear of any and all Liens (excluding any liens, or encumbrances of any kind created by the Purchaser for the financing of the Transactions or otherwise), of 100% of the Purchased Rights on a Fully Diluted Basis, representing all of the assets and Liabilities of TTG, except for Liabilities that remain under the Sellers’ responsibility according to this Agreement.
Purchased Rights. SMV hereby irrevocable sells, assigns, transfers and conveys to SH2022, its successors, licensees, and assigns, exclusively, in perpetuity and throughout the universe, all of SMV’s right, title and interest of every kind and nature whatsoever, in and to the Series, including, without limitation, all rights acquired by SMV pursuant to that certain distribution agreement between SMV on the one hand and Strong and SH2022 on the other hand, dated March 3, 2022, as amended (the “Distribution Agreement”). Notwithstanding anything construable to the contrary in this Agreement or any other agreement related to the Series, SH2022 and Strong acknowledge that all rights in the Series are subject to the existing Bank lien and the terms of that certain Loan and Security Agreement and all ancillary documents executed in connection therewith between Bank and SH2022.
Purchased Rights. 18 8.12 Absence of Certain Changes or Events.............................19 8.13
Purchased Rights. (a) Schedule 8.11 sets forth a true and complete list of all Purchased Patents, Purchased Copyrights and Purchased Trademarks, owned, used, filed by or licensed to Seller or the Purchased Subsidiaries and used, held for use or intended to be used primarily in the operation or conduct of the Business. Except as set forth in Schedule 8.11, (i) all the Purchased Rights have been duly registered in, filed in or issued by the appropriate Governmental Entity where such registration, filing or issuance is necessary for the conduct of the Business as presently conducted, (ii) Seller or the Purchased Subsidiaries is the sole and exclusive owner of, and Seller and the Purchased Subsidiaries have the right to use, execute, reproduce, display, perform, modify, enhance, distribute, prepare derivative works of and sublicense, without payment to any other person, all the Purchased Rights and the consummation of the transactions contemplated hereby does not and will not conflict with, alter or impair any such rights; and (iii) to Seller's Knowledge during the past two (2) years neither Seller nor the Purchased Subsidiaries has received any written or oral communication from any person asserting ownership in any Purchased Rights.
Purchased Rights. SCHEDULE 4.15 sets forth a complete and accurate list of (a) all patents, trademarks, trade names and copyrights registered in the name of Seller or used or proposed to be used by Seller, all applications therefor, and all licenses and other agreements relating thereto, and (b) all written agreements relating to technology, know-how and processes which Seller has licensed or authorized for use by others. Except to the extent set forth in SCHEDULE 4.15, Seller owns or has the sole and exclusive right to use all patents, trademarks, trade names and copyrights used or necessary for the ordinary course of business as presently conducted, and the consummation of the transactions contemplated hereby will not alter or impair any such right. Seller has complied with all of its obligations of confidentiality in respect of the claimed trade secrets or proprietary information of others, and Seller does not know of any violation of such obligations or confidentiality as are owed to Seller to the best of Seller's knowledge. No employee, agent or consultant of Seller is subject to confidentiality restrictions in favor of any third person, the breach of which could subject Seller to any material liability. No notice of claims have been asserted, and no claims are pending, by any person regarding the use of any such trademarks, trade names, copyrights, technology, know-how or processes, or challenging or questioning the validity or effectiveness of any license or agreement, and there is no basis for such claim. The use by Seller of such patents, trademarks, trade names, copyrights, technology, know-how or processes does not infringe on the rights of any person.
