Examples of Proprietary Assets in a sentence
Each Group Company (i) has independently developed and owns free and clear of all material claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use, all Proprietary Assets (as defined below), including without limitation all Registered Intellectual Property (as defined below), necessary, material and appropriate for the Business and to the best knowledge of the Company, without any conflict with or infringement of the rights of others in any material respect.
Part 2.9(a)(ii) of the Disclosure Schedule identifies and provides a brief description of all other Company Proprietary Assets owned by the Company.
To the best knowledge of each Group Company, and except as disclosed in the Disclosure Schedule, the Proprietary Assets of the Group Companies, and the validity or subsistence of the Group Companies’ right, title and interest therein, is not subject of any current or pending challenge, claim or proceedings, including for opposition, cancellation, revocation or rectification, and has not been the subject of any challenge, claim or proceeding.
Each Group Company has taken all reasonable steps open to it to preserve its Proprietary Assets.
No Group Company is, in any material respect, in breach of any Proprietary Assets license agreement or of any agreement under which any confidential business information was or is to be made available to it.