Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to, or has the valid right to use all Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated (“Company IP”), free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Baldwin Technology Co Inc), Agreement and Plan of Merger (Access to Money, Inc.), Agreement and Plan of Merger (Cardtronics Inc)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title title, and interest in and toto the Company-Owned IP, or and has the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated as proposed to be conducted (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (AppTech Payments Corp.), Agreement and Plan of Merger (Corning Natural Gas Holding Corp), Agreement and Plan of Merger (American Resources Corp)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to, or has the valid right to use all Intellectual Property trademarks, and service marks used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated (“"Company IP”"), free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Nitro Petroleum Inc.), Agreement and Plan of Merger (Core Resource Management, Inc.), Agreement and Plan of Merger (Nitro Petroleum Inc.)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to, or has the valid right to use all material Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated (“conducted. The Company IP”), IP is free and clear of all Liens Encumbrances other than Permitted LiensEncumbrances, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Electro Rent Corp), Agreement and Plan of Merger (Electro Rent Corp)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive beneficial owner of all right, title title, and interest in and toto the Company-Owned IP, or and has the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated as proposed to be conducted (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Theralink Technologies, Inc.), Agreement and Plan of Merger (IMAC Holdings, Inc.)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to, or has the valid right a license to use all material Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated (“Company IP”), free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bishop Infrastructure III Acquisition Company, Inc.), Agreement and Plan of Merger (Westway Group, Inc.)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive legal and beneficial owner of all right, title title, and interest in and toto the Company-Owned IP, or and has the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ocean Bio Chem Inc), Agreement and Plan of Merger (OneWater Marine Inc.)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive legal and beneficial owner of all right, title title, and interest in and toto the Company-Owned IP, or and has the valid and enforceable right to use all other Intellectual Property Property, including all Company-Licensed IP, used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated as proposed to be conducted (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Scott's Liquid Gold - Inc.), Agreement and Plan of Merger (Command Center, Inc.)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive legal and beneficial owner of all right, title title, and interest in and toto the Company-Owned IP, or and has the valid and enforceable right to use all other material Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated as proposed to be conducted (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or Liens and the Company IP Agreements listed in Section 3.16(a)(xii) of the aggregate, a Company Material Adverse EffectDisclosure Letter.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Us Ecology, Inc.), Agreement and Plan of Merger (NRC Group Holdings Corp.)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to, or has the valid right to use all Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated (“Company IP”), free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Real Goods Solar, Inc.), Agreement and Plan of Merger (Real Goods Solar, Inc.)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive legal and beneficial owner of all right, title title, and interest in and toto the Company-Owned IP, or and has the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated as proposed to be conducted (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liquid Media Group Ltd.), Agreement and Plan of Merger (High Tide Inc.)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to, or has the valid right to use all Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated (“Company IP”), free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to, or has the valid right to use all Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated (“Company IP”), free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to havebe, individually or in the aggregate, a Company Material Adverse Effectmaterial.
Appears in 1 contract
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to, or has the valid right to use all Intellectual Property used or in, held for use in in, or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated (“Company IP”), free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Golden Enterprises Inc)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to, or has the valid right to use all Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated to be conducted (“"Company IP”"), free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Edac Technologies Corp)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title title, and interest in and toto the Company-Owned IP, or and has the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated (“Company IP”), in each case, free and clear of all Liens Liens, other than Permitted Liens. The Company Owner does not have any ownership interest in, except as would not reasonably be expected to haveor any claim in or with respect to, individually or any Intellectual Property used by the Company in the aggregate, a Company Material Adverse Effectconduct of its business.
Appears in 1 contract
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to, or has the valid right to use all Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated to be conducted (“Company IP”), free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GB Aero Engine Merger Sub Inc.)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive legal and beneficial owner of all right, title title, and interest in and toto the Company-Owned IP, or and has the valid and enforceable right to use all Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Houston Wire & Cable CO)
Right to Use; Title. The Except as set forth on Section 3.09(b) of the Company Disclosure Letter, the Company or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to, or has the valid right to use use, all Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated (“Company IP”), free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title title, and interest in and toto the Company-Owned IP, or and has the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated as proposed to be conducted (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Baler Corp)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title title, and interest in and toto the Company-Owned IP, or and has the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated as proposed to be conducted (“Company IP”), in each case, free and clear of all Liens Liens, other than Permitted Liens. None of any Company Owner, except as would not reasonably be expected to haveXxxxx Xxxxxx, individually or Xxxxx Xxxxxxx has any ownership interest in, or any claim in or with respect to, any Intellectual Property used by the Company in the aggregate, a Company Material Adverse Effectconduct of its business.
Appears in 1 contract
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to, or has the valid right to use all Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated (“Company IP”), free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Romulus Corp.)
Right to Use; Title. The To the Knowledge of the Company, the Company or and/or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to, to or has the valid right to use all Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated conducted, including, for the avoidance of doubt, the GentivaLink system (“Company IP”), free and clear clear, of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or set forth in Section 3.07(b) of the aggregate, a Company Material Adverse EffectDisclosure Letter.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kindred Healthcare, Inc)
