Conflicting Rights of Third Parties. The Corporation has the sole and exclusive right to use the Proprietary Rights without infringing or violating the rights of any third parties. Use of the Proprietary Rights does not require the consent of any other person and the Proprietary Rights are freely transferable. No claim has been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and neither the Corporation nor any Shareholder knows of any valid basis for any such claim. Each of the Proprietary Rights is valid and subsisting, has not been cancelled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.
Conflicting Rights of Third Parties. Sellers have the sole and exclusive right (except with respect to certain licensed Proprietary Rights) to use the Proprietary Rights without infringing or violating the rights of any third parties. No consent of third parties will be required for the transfer thereof to Purchaser or the use thereof by Purchaser upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. No claim has been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and Sellers know of no valid basis for any such claim. Each of the Proprietary Rights is valid and subsisting, has not been canceled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.
Conflicting Rights of Third Parties. The Company has the sole and exclusive right, excluding all Proprietary Rights which the Company has the right to use under a "shrink-wrap" or similar mass marketing license, to use the Proprietary Rights without infringing or violating the rights of any third parties. Use of the Proprietary Rights does not require the consent of any other person and the Proprietary Rights are freely transferable. No claim has been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and neither the Company nor Ladin knows of any valid basis for any such claim. Each of the Proprietary Rights is valid and subsisting, has not been canceled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.
Conflicting Rights of Third Parties. The Company has the right to use the Proprietary Rights without infringing or violating the rights of any third parties. No claim has been asserted by any person as to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and the Company does not know of any valid basis for any such claim. Each of the Proprietary Rights is valid, has not been canceled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.
Conflicting Rights of Third Parties. To the Best Knowledge of Sellers, the Acquired Companies have the right to use the Proprietary Rights without infringing or violating the rights of any third parties. No claim has been asserted against either Acquired Company that (i) relates to the validity or enforcement of any patent, trademark, copyright or trade secret infringement, (ii) relates to the ownership of or right to use any Proprietary Right or (iii) challenges or questions the validity or effectiveness of any license or agreement that constitutes a part of any Proprietary Right, and to the Best Knowledge of Sellers, there is no valid basis for any such claim.
Conflicting Rights of Third Parties. The Company has the sole and exclusive right to use the Proprietary Rights without infringing or violating the rights of any third parties. No consent of third parties will be required for the transfer thereof to Purchaser or the use thereof by Purchaser upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. No claim has been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and the Company knows of no valid basis for any such claim. Each of the Proprietary Rights is valid and subsisting, has not been cancelled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.
Conflicting Rights of Third Parties. To the best of Seller's knowledge after due inquiry, Seller has the sole and exclusive right to use the Proprietary Rights without infringing or violating the rights of any third parties. No consent of third parties will be required for the transfer thereof to Purchaser or the use thereof by Purchaser upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. No claim has been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and Seller knows of no valid basis for any such claim. Each of the Proprietary Rights is valid and subsisting, has not been canceled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.
Conflicting Rights of Third Parties. The Company has the right to use its proprietary rights without infringing or violating the rights of any third parties, except for infringements or violations which could not reasonably be expected to result in a material adverse effect on the business or properties of the Company, taken as a whole. Use of such proprietary rights does not require the consent of any other person which has not been obtained and proprietary rights held by the Company and listed on Schedule 2.17 are freely transferable. No claim has been asserted by any person to the ownership of or right to use any proprietary right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any proprietary right.
Conflicting Rights of Third Parties. Except as expressly set forth in the agreements listed on SCHEDULE 2.27(B) hereto, ThoughtWare has the sole and exclusive right to use ThoughtWare Proprietary Rights without infringing or violating the rights of any third parties. Except as expressly set forth in the agreements listed on SCHEDULE 2.27(B) hereto, (i) use of ThoughtWare Proprietary Rights does not require the consent of any other person and ThoughtWare Proprietary Rights are freely transferable, (ii) no claim has been asserted to ThoughtWare by any person to the ownership of or right to use any ThoughtWare Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any ThoughtWare Proprietary Right, and ThoughtWare does not know of any valid basis for any such claim, and (iii) each of ThoughtWare Proprietary Rights is valid and subsisting, has not been cancelled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.
Conflicting Rights of Third Parties. The Company has the right to use the Proprietary Rights (including, to the Company's knowledge, all patent rights) without infringing or violating the rights of any third parties and the use of the Proprietary Rights (including, to the Company's knowledge, all patent rights) does not require the consent of any other person that has not been obtained (all of such consents being set forth in Schedule 3.13 of the Company Schedules) and the Proprietary Rights held by the Company are freely transferable, other than those set forth in Schedule 3.13 of the Company Schedules. No claim has been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and the Company knows of no valid basis for any such claim. Each of the material Proprietary Rights is valid and subsisting, has not been canceled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.
