Valid and Enforceable Clause Samples

Valid and Enforceable. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange.

Valid and Enforceable. The Registered Intellectual Property is valid, subsisting, and, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and by laws relating to the availability of specific performance, injunctive relief or other estoppels or equitable remedies, is enforceable. Without limiting the generality of the foregoing:

Valid and Enforceable. All Seller-Owned IP is valid, subsisting, and enforceable. Without limiting the generality of the foregoing:

Valid and Enforceable. All applications for Acquired Entity Registered IP are validly applied for and all other Acquired Entity Registered IP is subsisting and enforceable, and to the Acquired Entity's knowledge with respect to all Acquired Entity Registered IP that are registered patents and trademarks, valid. Without limiting the generality of the foregoing: (i) Part 2.10(h)(i) of the Disclosure Schedule completely and accurately identifies and describes each action, filing, and payment that must be taken or made on or before the date that is 120 days after the date of this Agreement in order to maintain an item of Acquired Entity Registered IP in full force and effect; (ii) no interference, opposition, cancellation, reissue, reexamination or other Legal Proceeding is or has been pending or threatened, in which the scope, validity or enforceability of any Acquired Entity Registered IP is being, has been, or would reasonably be expected to be contested or challenged, and to the Company’s Knowledge, there is no basis for a claim that any Acquired Entity IP is invalid or unenforceable; (iii) with respect to each item of Acquired Entity Registered IP that is Registered IP, except where such Registered IP was intentionally abandoned or allowed to lapse by an Acquired Entity as part of its reasonable business judgment: (A) all necessary registration, maintenance and renewal fees have been paid and all necessary documents and certificates have been filed with the relevant Governmental Body for the purpose of maintaining such Acquired Entity Registered IP; (B) each Acquired Entity is currently in compliance with all formal Legal Requirements (including payment of filing, examination and maintenance fees and proofs of use); and (C) such Registered IP is not subject to any unpaid maintenance fees or taxes; (iv) No Acquired Entity is subject to any order, writ, injunction, judgment or decree of any Governmental Body that restricts or impairs the use, transfer or licensing of any Acquired Entity IP.

Valid and Enforceable. 13 10.4 Endorsement...................................................................................13

Valid and Enforceable. All Seller’s Intellectual Property is valid, subsisting, and enforceable (although Seller makes no representations with regard to Intellectual Property licensed from Third Parties). Without limiting the generality of the foregoing: (i) No trademark or trade name owned, used, or applied for by Seller conflicts or interferes with any trademark or trade name owned, used, or applied for by any other Person. Seller has no Knowledge with respect to and is not aware of any other basis for a claim that any of the Seller Intellectual Property is invalid or unenforceable. (ii) All Seller’s Intellectual Property (other than in-licensed Intellectual Property) that is Registered IP is in compliance with all formal legal requirements and all filings, payments, and other actions required to be made or taken to maintain such Registered IP in full force and effect have been made by the applicable deadline. Schedule 4.15(f)(ii) contains a complete and accurate list of all actions, filings, and payments that must be taken or made through December 31, 2015, in order to maintain such Registered IP in full force and effect. (iii) No legal proceeding (including any interference, opposition, reissue, or reexamination proceeding) is pending or, to Seller’s Knowledge, threatened, in which the scope, validity, or enforceability of any Seller Intellectual Property is being, has been, or could reasonably be expected to be contested or challenged, and there has been no such legal proceeding.

Valid and Enforceable. All Company IP is valid, subsisting, and enforceable; the foregoing representation is made to the Acquired Corporations’ knowledge as to patents. Without limiting the generality of the foregoing:

Valid and Enforceable. All filings, payments and other actions required to be made or taken to maintain each item of Company IP that is Registered IP in full force and effect have been made by the applicable deadline. To the Knowledge of the Company, there is no basis for a claim that any Company IP is invalid or, except for pending applications, unenforceable. The Company and Subsidiaries have made available a list and description of actions that must be taken by Company or any Subsidiary within 120 days of the Closing Date, including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates for the purposes of perfecting, maintaining or renewing any Registered IP.

Valid and Enforceable. To TPT’s Knowledge all TPT IP is valid, subsisting, and enforceable. Without limiting the generality of the foregoing: (i) Each U.S. patent application and U.S. patent owned by any TPT Corporation was filed within one year of a printed publication, public use, or offer for sale of each invention described in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent owned by any TPT Corporation was filed or claims priority to a patent application filed prior to each invention described in the foreign patent application or foreign patent being made available to the public. No trademark or trade name owned, used, or applied for by any TPT Corporation conflicts or interferes with any trademark or trade name owned, used, or applied for by any other Person. TPT has no Knowledge with respect to and is not aware of any other basis for a claim that any of the TPT IP is invalid or unenforceable. (ii) All TPT IP that is Registered IP is in compliance with all formal Legal Requirements and all filings, payments, and other actions required to be made or taken to maintain such Registered IP in full force and effect have been made by the applicable deadline. Part 2.8(f)(ii) of the TPT Disclosure Schedule contains a complete and accurate list of all actions, filings, and payments that must be taken or made within ninety (90) days after the Closing Date in order to maintain such Registered IP in full force and effect. (iii) No Legal Proceeding (including any interference, opposition, reissue, or reexamination proceeding) is pending or, to TPT’s Knowledge, threatened, and since October 4, 2006 there has been no Legal Proceeding, in which the scope, validity, or enforceability of any TPT IP is being, has been, or could reasonably be expected to be contested or challenged.