Use of Licensed IP. Except as set forth in Section 2.15(r) of the Disclosure Schedule, the Company and its Subsidiaries have valid and subsisting written licenses to use, incorporate, distribute, license, sublicense and provide access to customers in respect of the Licensed IP in the manner and to the extent undertaken by the Company and its Subsidiaries in the conduct of their businesses. Except as set forth in Section 2.15(r) of the Disclosure Schedule, no consents are required by the Company and its Subsidiaries from the applicable licensor of an item of Licensed IP or the applicable provider of a source of Social Media Content or Publicly-Available Internet Material to (i) license or sublicense the Company IP and the Licensed IP, and, (ii) make available the Social Media Content or Publicly-Available Internet Material from the Company’s and the Subsidiaries’ top twenty (20) sources of such material as set forth in Section 2.15(b)(iv) of the Disclosure Schedule, in the manner and to the extent undertaken by the Company and its Subsidiaries in the conduct of their businesses. The terms, conditions and restrictions applicable to the procurement of all Licensed IP and Licensed Software which are used, incorporated, bundled, aggregated or otherwise combined with each proprietary product or service of the Company and its Subsidiaries, provide the Company and its Subsidiaries with the right to (i) distribute said proprietary products and services to its customers and potential customers in the ordinary course of business and (ii) grant run-time licenses to all such customers sufficient for the intended and expected use of the said products and services, in the case of both (i) and (ii) in the manner and to the extent undertaken by the Company and its Subsidiaries in the conduct of their businesses. For greater certainty, nothing in this Section 2.15(r) shall be construed as and nothing in this Section 2.15(r) shall constitute a representation or warranty by the Company or any of its Subsidiaries that the Licensed IP, Licensed Software, Social Media Content or Publicly-Available Internet Material does not infringe (directly, contributorily, by inducement or otherwise), misappropriate or otherwise violate any Intellectual Property Right of another Person (other than the applicable licensor or applicable provider, and other than where the Company had Knowledge of the cause of action being asserted in respect of such Licensed IP).
Use of Licensed IP. The Company has valid written licenses for all Licensed IP and such licenses are of sufficient scope to permit the Company to conduct its business as currently conducted and, to the Knowledge of the Company, without infringing or violating the rights of any other Person. The Company is not, nor, to the Knowledge of the Company, is any other Person, in breach of any Licensed IP Contract. (g)
Use of Licensed IP. (a) Each Party, its Affiliates and its permitted Subcontractors shall handle any licensed IP and any Collaboration Strain in accordance with all applicable Laws and industry standards, but under no circumstances with less than a reasonable degree of care. When using any licensed IP or Collaboration Strain, each Party, its Affiliates and its contracted Third Party manufacturers and Subcontractors shall take reasonable measures to protect the security and integrity of such licensed IP or Collaboration Strain.
Use of Licensed IP. All Licensed IP is validly licensed to the Company or such Subsidiary, as applicable.
Use of Licensed IP. The Company has valid written licenses in respect of all Licensed IP of sufficient scope to permit the Company to conduct its businesses without infringing or violating the rights of third parties, provided that the foregoing representations and warranties are made solely as to the Company’s Knowledge with respect to third-party Patents other than those Patents licensed to the Company pursuant to written licenses, and all such licenses will survive the Closing and continue in full force and effect thereafter, so as to preserve all rights of, and benefits to, the Company under such licenses from and after the Closing (except to the extent any such licenses are terminated or permitted to lapse or not renew by or at the direction of Parent, in accordance with their terms, after the Closing). To the Knowledge of the Company, no claim or proceeding relating to the ownership of Licensed IP is pending or has been threatened, except for any such claim or proceeding that, if adversely determined, would not adversely affect (A) the use or exploitation of such Licensed IP or (B) the distribution, hosting, provision, delivery or sale of any Company Product.
Use of Licensed IP. Each member of Parent Group has valid written licenses in respect of all Licensed IP of sufficient scope to permit Parent to use such Licensed IP for such purposes as used by Parent Group in the conduct of their businesses as currently conducted. To the Knowledge of Parent, no claim or proceeding relating to the ownership of Licensed IP is pending or has been threatened, except for any such claim or proceeding that, if adversely determined, would not adversely affect (A) the use or exploitation of such Licensed IP or (B) the distribution, provision, delivery or sale of any Parent Product.
Use of Licensed IP. All Licensed IP is licensed to Company and its Subsidiaries pursuant to a written Inbound License. No third party that has licensed Licensed IP to the Company or any Subsidiary has retained any rights or license in any improvements or derivative works to such Licensed IP made solely or jointly by the Company or any Subsidiary.
Use of Licensed IP. BioMarin and its Affiliates will not use or exploit any of the Licensed Patents or Licensed Know-How in any manner that is inconsistent with or otherwise diminishes the licenses granted to Sarepta hereunder or diminishes the value of any Licensed Patent or Licensed Know-How.
Use of Licensed IP. The Company and its Subsidiaries have valid and subsisting written licenses to use all Licensed IP in the manner undertaken by the Company and its Subsidiaries in the conduct of their businesses as currently conducted. No consents are required by the Company and its Subsidiaries from the applicable licensor of an item of Licensed IP to use the Licensed IP in the manner undertaken by the Company and its Subsidiaries in the conduct of their businesses as currently conducted. The Licensed IP Contracts provide the Company and its Subsidiaries with the right to (i) distribute and make available as part of an online service the Company Products to its customers in the ordinary course of business and (ii) grant run-time licenses to all such customers sufficient for the intended and expected use of the said products and services, in the case of both clauses (i) and (ii) in the manner undertaken by the Company and its Subsidiaries in the conduct of their businesses as currently conducted.
Use of Licensed IP. For a period of three (3) months after the Closing Date, Purchaser and its Affiliates shall have the royalty-free right to use the name of Seller in connection with signage existing prior to Closing, as well as to refer to the Branch Business as “formerly TierOne Bank” and, with the prior written consent of Seller, which shall not be unreasonably delayed, conditioned or withheld, to use such reference in advertising or in the description or name of any service or product from time to time purchased, processed, manufactured or sold by Purchaser and its Affiliates in continuation of the Branch Business.
