Valid and Subsisting Clause Samples

The 'Valid and Subsisting' clause affirms that certain rights, licenses, or agreements referenced in a contract are currently in force and legally effective. In practice, this means that the party making the representation guarantees that these rights have not expired, been revoked, or otherwise become invalid at the time of the agreement. This clause is essential for ensuring that the subject matter of the contract—such as intellectual property rights or business licenses—is legitimate and enforceable, thereby reducing the risk of disputes over the validity of key assets or permissions.
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Valid and Subsisting. (i) The Patents, Trademarks and any trademarks or patents in which any Borrower has been granted rights pursuant to Trademark Licenses or Patent Licenses are subsisting and have not been adjudged invalid or unenforceable, each of the Trademarks, Patents and any trademark or patent in which any Borrower has been granted rights pursuant to Trademark Licenses or Patent Licenses is valid and enforceable, and no claim has been made that the use of any of the Trademarks, Patents or any trademark or patent in which any Borrower has been granted rights pursuant to the Trademark Licenses or Patent Licenses, in either case, which is material to the conduct of such Borrower's business, does or may violate the rights of any third person, (ii) each of the Borrowers has used, to the best of its knowledge, and will continue to use for the duration of this Security Agreement, proper statutory notice in connection with its use of the Trademarks, and (iii) each of the Borrowers has used, to the best of its knowledge, and will continue to use for the duration of this Security Agreement, consistent standards of quality in its manufacture of products sold under the Trademarks and any Trademarks in which such Borrower has been granted rights pursuant to the Trademark Licenses.
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Valid and Subsisting. All registrations for the Intellectual Property Registrations are subsisting and are, to the knowledge of the Sellers, valid, and all maintenance and renewal fees in connection with the Intellectual Property Registrations due and payable as of the date hereof have been paid and all reasonably necessary documents and certificates in connection with such Intellectual Property Registrations have been filed with the relevant Patent, Copyright, Trademark or other authorities in the United States and other jurisdictions, as the case may be, for the purposes of maintaining such Intellectual Property Registrations.
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Valid and Subsisting. All registrations for the Intellectual Property Registrations for Owned Intellectual Property are valid and subsisting, and to the Knowledge of Seller enforceable, and all registration, maintenance and renewal fees in connection with such Intellectual Property Registrations due and payable as of the date hereof have been paid and all reasonably necessary documents and certificates in connection with such Intellectual Property Registrations have been filed with the relevant patent, copyright, trademark or other authorities in the United States and other jurisdictions, as the case may be, for the purposes of maintaining such Intellectual Property Registrations, in each case, other than knowing abandonments of Intellectual Property Registrations that have occurred in the ordinary course of business. Except as set forth on Schedule 4.14(f), there are no actions that must be taken or payments that must be made with respect to any of the Intellectual Property Registrations within 180 days after the date hereof for the purposes of maintaining, perfecting or preserving or renewing any of the Intellectual Property Registrations for Owned Intellectual Property.
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Related to Valid and Subsisting

  • Intellectual Property Licenses Except as set forth in Section 4.5 of the Company Disclosure Letter, the Company possesses adequate Intellectual Property to continue to conduct its business as heretofore conducted by it or as projected to be conducted in the Operating Plan, and all Intellectual Property existing on the date hereof, together with in the case of patents and Trademarks, the date of issuance thereof, is listed in Section 4.14 of the Company Disclosure Letter. With respect to Intellectual Property of the Company unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct of the business of the Company: (a) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (b) the Company has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its Patent Property and Trademark Property in the United States Patent and Trademark Office and, to the extent necessary for the conduct of the Company's business, in corresponding offices throughout the world; (c) except as set forth in Section 4.5 of the Company Disclosure Letter, the Company is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property owned by it and no claim has been made that the use of any of its owned Intellectual Property does or may violate the asserted rights of any third party; and (d) the Company has performed, and the Company will continue to perform, all acts, and the Company has paid and will continue to pay, all required fees and taxes, to maintain each and every item of such Intellectual Property in full force and effect throughout the world, as applicable. The Company owns directly or is entitled to use, by license or otherwise, all patents, Trademarks, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the Company's business.

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party. 20.2 Except at otherwise expressly provided in this Agreement, no license under patents, copyrights or any other Intellectual Property right (other than the limited license to use consistent with the terms, conditions and restrictions of this Agreement) is granted by either Party or shall be implied or arise by estoppel with respect to any transactions contemplated under this Agreement.

  • Intellectual Properties To the extent permissible under applicable law, all intellectual properties made or conceived by Employee during the term of this employment by Employer shall be the right and property solely of Employer, whether developed independently by Employee or jointly with others. The Employee will sign the Employer’s standard Employee Innovation, Proprietary Information and Confidentiality Agreement (“Confidentiality Agreement”).

  • Patents, Licenses, Franchises and Formulas The Borrower and its Subsidiaries own or have valid licenses to use all material patents, trademarks, permits, service marks, trade names, copyrights, licenses, franchises and formulas, or rights with respect to the foregoing, and have obtained assignments of all leases and other rights of whatever nature, reasonably necessary for the present conduct of their business, without any known conflict with the rights of others except for such failures and conflicts which have not had, and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.