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 Company Registered IP is subsisting and enforceable, and to the Knowledge of Company, validly issued under the laws of the country that issued it. Without limiting the generality of the foregoing: (i) to the Knowledge of the Company, no Trademark owned, used or applied for by the Company infringes any trademark or trade name owned, used or applied for by any other Person; (ii) Part 2.10(f)(ii) of the Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or made on or before the date that is 90 (ninety) days after the date of this Agreement in order to maintain such item of Company Registered IP in full force and effect, excluding any response to an office action that has not been received by the Company as of the date hereof; (iii) there are no inter partes inventorship challenges, or opposition, reexamination, inter partes nullity or interference proceedings or any other inter partes challenges pending declared, commenced or provoked or, to the Knowledge of Company, threatened, with respect to any Company IP. The Company has complied with all of its disclosure obligations and disclosure duties to the respective patent, trademark and copyright offices, including the duty of candor and disclosure to the U.S. Patent and Trademark Office, with respect to all patent, trademark and copyright applications filed by or on behalf of the Company. Other than references or prior art presented during the prosecution of any Company Registered IP, The Company has no knowledge of any information that would challenge the validity of or preclude the Company from having clear title to the Company IP or affecting the validity, patentability, or enforceability of any Company Registered IP; (iv) if the Company previously engaged patent counsel to investigate the Company’s freedom to operate using the Company Registered IP in the United States, a copy of the conclusions of the opinion has been made available to Parent or its Representatives.

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

Valid and Enforceable. All Acquired Company-Owned IP that is Registered IP for which a registration has been issued or granted by the relevant Governmental Body is valid, subsisting and enforceable, and all Acquired Company-Owned IP that is Registered IP for which an application has been filed, but for which a registration has not been issued or granted by the relevant Governmental Body, is valid and subsisting. Without limiting the generality of the foregoing: (i) no trademark or trade name owned or applied for by an Acquired Company and currently used in connection with any Acquired Company Product conflicts or interferes with, or is confusingly similar to, any trademark or trade name owned, used or applied for by any other Person, and each Acquired Company has taken reasonable steps to police the use of its trademarks; (ii) no interference, opposition, cancellation, reissue, reexamination or other Legal Proceeding is or has been pending or, to the Knowledge of the Company, threatened, in which the scope, validity or enforceability of any Acquired Company-Owned IP that is Registered IP is being, has been, or would reasonably be expected to be contested or challenged, and, to the Knowledge of the Company, there is no basis for a claim that any Acquired Company-Owned IP that is Registered IP is invalid or, with respect to any Acquired Company-Owned IP that is Registered IP for which a registration has been issued or granted by the relevant Governmental Body, unenforceable; (iii) as of the date of this Agreement, all registration, maintenance and renewal fees in respect of the Acquired Company-Owned IP that is Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Body for the purpose of maintaining such Acquired Company-Owned IP that is Registered IP; and (iv) no act has been done or omitted to be done by the Acquired Companies, which has, had or would reasonably be expected to have the effect of impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Acquired Company-Owned IP that is Registered IP or of giving any Person any rights with respect thereto.

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 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. 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. 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.