Common use of Possession of Intellectual Property Clause in Contracts

Possession of Intellectual Property. The Company, the Operating Partnership and any Subsidiary own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or any Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership or any Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 8 contracts

Samples: Underwriting Agreement (Keystone Property Trust), Underwriting Agreement (Lasalle Hotel Properties), Underwriting Agreement (Lasalle Hotel Properties)

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Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary each of its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on conduct their respective businesses as described in the business now operated by themGeneral Disclosure Package and the Prospectus, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 8 contracts

Samples: Equity Distribution Agreement (PennyMac Mortgage Investment Trust), Purchase Agreement (PennyMac Mortgage Investment Trust), Equity Distribution Agreement (PennyMac Mortgage Investment Trust)

Possession of Intellectual Property. The Company, the Operating Partnership and any Subsidiary the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how know‑how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither none of the Company, the Operating Partnership or any Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership or any Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 7 contracts

Samples: Agreement (CBL & Associates Limited Partnership), Underwriting Agreement (CBL & Associates Limited Partnership), Underwriting Agreement (LaSalle Hotel Properties)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary own each of its Subsidiaries owns or possesspossesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on conduct its business as described in the business now operated by themGeneral Disclosure Package and the Prospectus, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 6 contracts

Samples: Equity Distribution Agreement (PennyMac Mortgage Investment Trust), Purchase Agreement (PennyMac Mortgage Investment Trust), Purchase Agreement (PennyMac Mortgage Investment Trust)

Possession of Intellectual Property. The CompanyExcept as would not reasonably be expected, singly or in the aggregate, to have a Material Adverse Effect, the Operating Partnership and any Subsidiary own Company owns or possesspossesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, and the Operating Partnership or any Subsidiary Company has not received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership or any Subsidiary Company therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Underwriting Agreement (Runway Growth Finance Corp.), Underwriting Agreement (Runway Growth Finance Corp.), Underwriting Agreement (Runway Growth Finance Corp.)

Possession of Intellectual Property. The Company, the Operating Partnership and any Subsidiary the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither none of the Company, the Operating Partnership or any Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership or any Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Sales Agreement (Ashford Hospitality Trust Inc), Sales Agreement (Aimco Properties Lp), Equity Distribution Agreement (Aimco Properties Lp)

Possession of Intellectual Property. The Company, the Operating Partnership and any Subsidiary own Company owns possesses or possess, or can acquire on reasonable terms, licenses adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by themit, except where the failure to own, possess or license would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, and neither the Company, the Operating Partnership or any Subsidiary Company has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership or any Subsidiary Company therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.;

Appears in 5 contracts

Samples: Underwriting Agreement (Rockwood Holdings, Inc.), Underwriting Agreement (Rockwood Holdings, Inc.), Underwriting Agreement (Rockwood Holdings, Inc.)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its ----------------------------------- Subsidiaries own or possess, possess or can acquire on reasonable terms, have access to adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), United States trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by themthem except as would not reasonably be expected to have a Material Adverse Effect, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Purchase Agreement (Ixl Enterprises Inc), Purchase Agreement (Ixl Enterprises Inc), International Purchase Agreement (Ixl Enterprises Inc)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary each of its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on conduct their respective businesses as described in the business now operated by themStatutory Prospectus and the Prospectus, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Abacus Life, Inc.), Underwriting Agreement (Abacus Life, Inc.), Underwriting Agreement (Abacus Life, Inc.)

Possession of Intellectual Property. The CompanyExcept as described in the Registration Statement, the Operating Partnership General Disclosure Package and any Subsidiary own the Prospectus, to the Company’s knowledge, the Company owns or possesspossesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names names, or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or any Subsidiary Company has not received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership or any Subsidiary Company therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Verrica Pharmaceuticals Inc.), Underwriting Agreement (Verrica Pharmaceuticals Inc.), Verrica Pharmaceuticals Inc.

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither except where the Company, inability to do so would not have a Material Adverse Effect. Neither the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property Properly invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Grupo Televisa, S.A.B.), Underwriting Agreement (Grupo Televisa, S.A.B.), Underwriting Agreement (Grupo Televisa, S.A.B.)

Possession of Intellectual Property. The CompanyExcept as described in the Registration Statement, the Operating Partnership General Disclosure Package and any Subsidiary the Prospectus, the Company and its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Dynex Capital Inc), Underwriting Agreement (Dynex Capital Inc), Underwriting Agreement (Dynex Capital Inc)

Possession of Intellectual Property. The CompanyExcept as disclosed in the Offering Memorandum, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them. Except as disclosed in the Offering Memorandum, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Purchase Agreement (Poland Communications Inc), Purchase Agreement (Entertainment Inc), Purchase Agreement (Entertainment Inc)

Possession of Intellectual Property. The CompanyExcept as described in the Registration Statement, the Operating Partnership Company and any Subsidiary its Subsidiaries own or possesspossess the right to utilize, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 4 contracts

Samples: International Purchase Agreement (Rayovac Corp), Purchase Agreement (Rayovac Corp), International Purchase Agreement (Rayovac Corp)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by themthem except, in each case, as would not have a Material Adverse Effect and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Purchase Agreement (Agrium Inc), Purchase Agreement (Agrium Inc), Purchase Agreement (Agrium Inc)

Possession of Intellectual Property. The CompanyExcept as described in the Registration Statement, General Disclosure Package and Prospectus, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Purchase Agreement (Mylan Laboratories Inc), Purchase Agreement (Mylan Inc.), Purchase Agreement (Mylan Laboratories Inc)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, possess or can acquire have the right to use on reasonable terms, adequate terms all patents, patent rights, patent applications, licenses, inventions, copyrights, know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names or and other intellectual property (collectively, "Intellectual Property") necessary to carry on their respective businesses as described in the business now operated by them, Prospectus and as proposed to be conducted; and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest interests of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would might result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Equity Distribution Agreement (Arbor Realty Trust Inc), Equity Distribution Agreement (Arbor Realty Trust Inc), Equity Distribution Agreement (Arbor Realty Trust Inc)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by themas described in the Registration Statement, the General Disclosure Package and the Prospectus, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Office Properties Income Trust), Underwriting Agreement (Office Properties Income Trust), Underwriting Agreement (Government Properties Income Trust)

Possession of Intellectual Property. The CompanyExcept to the extent described in the Registration Statement, the Operating Partnership Company and any Subsidiary the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, Company nor any of the Operating Partnership or any Subsidiary Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Purchase Agreement (Aether Systems LLC), Purchase Agreement (Aether Systems Inc), Aether Systems LLC

Possession of Intellectual Property. The CompanyExcept as would not, singly or in the aggregate, result in a Material Adverse Effect, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (conflict, if the subject of any an unfavorable decision, ruling or finding) , or invalidity or inadequacy, could, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Tapestry, Inc.), Underwriting Agreement (Tapestry, Inc.), Underwriting Agreement (Coach Inc)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by themthem and, except as disclosed in the General Disclosure Package and the Prospectus, neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Triumph Group Inc), Underwriting Agreement (Triumph Group Inc), Underwriting Agreement (Triumph Group Inc)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by themas described in the Registration Statement, the General Disclosure Package and the Prospectus and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Select Income Reit), Underwriting Agreement (Government Properties Income Trust), Underwriting Agreement (Select Income Reit)

Possession of Intellectual Property. The CompanyCompany and the Company Subsidiaries own, have incidental rights to or possess the Operating Partnership and any Subsidiary own or possessright to use to the extent necessary in their businesses, or can acquire on reasonable terms, adequate the patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, marks and trade names or other intellectual property (collectively, "Intellectual Property"“proprietary rights”) necessary to carry on presently employed by them in connection with the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Company Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property proprietary rights, or of any facts or circumstances which would render any Intellectual Property proprietary rights invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Company Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (MGM Resorts International), Underwriting Agreement (Tracinda Corp), MGM Resorts International

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, has valid rights to use adequate patents, patent rightsapplications, licenses, inventions, copyrights, know-how know‑how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by themthem as described in the Registration Statement, the General Disclosure Package and the Prospectus, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Piedmont Lithium Inc.), Underwriting Agreement (Piedmont Lithium LTD), Underwriting Agreement (Piedmont Lithium LTD)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its ----------------------------------- subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on presently employed by them in connection with the business now operated by themthem or reasonably necessary in order to conduct such business, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would in the reasonable judgment of the Company is likely to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: International Purchase Agreement (First Usa Paymentech Inc), Purchase Agreement (First Usa Paymentech Inc)

Possession of Intellectual Property. The Company, the Operating Partnership Founding Companies and any Subsidiary their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or any Subsidiary Founding Company nor any of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership such Founding Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Integrated Electrical Services Inc), International Purchase Agreement (Integrated Electrical Services Inc)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and, except as disclosed in the General Disclosure Package and the Prospectus, neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Active Network Inc), Underwriting Agreement (Carbonite Inc)

Possession of Intellectual Property. The CompanyExcept for such exceptions that would not reasonably be expected to result in a Material Adverse Effect, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Tetra Technologies Inc), Tetra Technologies Inc

Possession of Intellectual Property. The CompanyExcept as disclosed in the Prospectus, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on conduct its business as now being conducted and as described in the business now operated by themProspectus, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Nasdaq Stock Market Inc), Purchase Agreement (Nasdaq Stock Market Inc)

Possession of Intellectual Property. The Company, Each of the Operating Partnership Company and any Subsidiary own its Subsidiaries owns or possesspossesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on conduct its business as described in the business now operated by themRegistration Statement, the General Disclosure Package and the Prospectus, and neither none of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Inland Real Estate Corp), Purchase Agreement (Inland Real Estate Corp)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, except where the failure to do so would not have a Material Adverse Effect, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Ck Witco Corp), Purchase Agreement (Ck Witco Corp)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary own each of its Subsidiaries owns or possess, or can acquire on reasonable termspossesses, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on conduct its business as described in the business now operated by themRegistration Statement, the General Disclosure Package and the Prospectus, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Management Agreement (Starwood Property Trust, Inc.), August (Starwood Property Trust, Inc.)

Possession of Intellectual Property. The Company, the Operating Partnership and any Subsidiary the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither none of the Company, the Operating Partnership or any Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership or any Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (CBL & Associates Properties Inc), Underwriting Agreement (Lasalle Hotel Properties)

Possession of Intellectual Property. The Company, the Operating Partnership Guarantor and any Subsidiary their respective subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or Guarantor, nor any Subsidiary of their respective subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Guarantor, or any Subsidiary of their respective subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Whiting Petroleum Corp), Underwriting Agreement (Whiting Petroleum Corp)

Possession of Intellectual Property. The CompanyCompany and the Company Subsidiaries own, have incidental rights to or possess the Operating Partnership and any Subsidiary own or possessright to use to the extent necessary in their businesses, or can acquire on reasonable terms, adequate the patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, marks and trade names or other intellectual property (collectively, "Intellectual Property"“proprietary rights”) necessary to carry on presently employed by them in connection with the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Company Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property proprietary rights, or of any facts or circumstances which would render any Intellectual Property proprietary rights invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Company Subsidiary therein, and which failure, infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (MGM Mirage), MGM Mirage

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, possess or can acquire have the right to use on reasonable terms, adequate terms all patents, patent rights, patent applications, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names or and other intellectual property (collectively, "Intellectual Property") necessary to carry on their respective businesses as described in the business now operated by them, Prospectus and as proposed to be conducted; and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Lmi Aerospace Inc), Underwriting Agreement (Georesources Inc)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated or proposed to be operated by them, and neither the Company, the Operating Partnership or nor any Subsidiary of their respective subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership or any Subsidiary of their respective subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Condor Hospitality Trust, Inc.), Underwriting Agreement (Condor Hospitality Trust, Inc.)

Possession of Intellectual Property. The Company, the Operating Partnership CHS and any Subsidiary their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on in all material respects the business now operated by them, and neither none of the Company, the Operating Partnership CHS or any Subsidiary of their subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would could render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership CHS or any Subsidiary of their subsidiaries therein, and which infringement except for such infringements or conflict conflicts (if the subject of any unfavorable decision, ruling or finding) or invalidity invalidities or inadequacyinadequacies which would not, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Community Health Systems Inc), Underwriting Agreement (Community Health Systems Inc)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its Subsidiaries ----------------------------------- own or possess, possess or can acquire on reasonable terms, have access to adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), United States trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by themthem except as would not reasonably be expected to have a Material Adverse Effect, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Ixl Enterprises Inc)

Possession of Intellectual Property. The Company, its subsidiaries and the Operating Partnership and any Subsidiary Joint Venture own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, Company nor any of its subsidiaries nor the Operating Partnership or any Subsidiary Joint Venture has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any existing facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries or the Joint Venture therein, and which infringement or or, conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, inadequacy singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Utstarcom Inc)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectivelycollectively and together with any applications or registrations for the foregoing, "the “Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Stericycle Inc)

Possession of Intellectual Property. The CompanyExcept as would not, singly or in the aggregate, result in a Material Adverse Effect, the Operating Partnership Company and any Subsidiary its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (First Busey Corp /Nv/)

Possession of Intellectual Property. The CompanyExcept as would not, singly or in the aggregate, result in a Material Adverse Effect, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which that would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Kbr, Inc.)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary own each of its Subsidiaries owns or possesspossesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on conduct its business as described in the business now operated by themGeneral Disclosure Package and the Prospectus, and neither the Company, the Operating Partnership or any Subsidiary Company nor either of its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest in the Company or either of the Company, the Operating Partnership or any Subsidiary its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (PennyMac Mortgage Investment Trust)

Possession of Intellectual Property. The CompanyExcept as disclosed in the Prospectus, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on conduct their business as now being conducted and as described in the business now operated by themProspectus, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Nasdaq Stock Market Inc)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries and consolidated entities own or possesspossess or otherwise have the legal right to use, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership Company nor any of its subsidiaries or any Subsidiary consolidated entities has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries or consolidated entities therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Cgen Digital Media Co LTD)

Possession of Intellectual Property. The Company, Company and the Operating Partnership and any Subsidiary Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated or, to the Company's knowledge, as will be operated following the Acquisition, by them, and neither the Company, Company nor any of the Operating Partnership or any Subsidiary Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (State National Bancshares, Inc.)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary each of its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how software and design licenses, know‑how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on conduct their respective businesses as described in the business now operated by themGeneral Disclosure Package and the Prospectus, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.. LA_LAN01:357581.5

Appears in 1 contract

Samples: Purchase Agreement (PennyMac Mortgage Investment Trust)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary own each of its Subsidiaries owns or possesspossesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, software and design licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on conduct its business as described in the business now operated by themRegistration Statement and the Prospectus, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of in the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Sales Agreement (PennyMac Mortgage Investment Trust)

Possession of Intellectual Property. The Company, Company and the Operating Partnership and any Subsidiary own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, Internet domain names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and and, except as disclosed in the Registration Statement or the Prospectus, neither the Company, Company nor the Operating Partnership or any Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, Company or the Operating Partnership or any Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Blue Nile Inc

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, possess or can acquire have the right to use on reasonable terms, adequate terms all patents, patent rights, patent applications, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names or and other intellectual property (collectively, "Intellectual Property") necessary to carry on their respective businesses as described in the business now operated by them, Prospectus and as proposed to be conducted; and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Radiation Therapy (Radiation Therapy Services Inc)

Possession of Intellectual Property. The Company, the Operating Partnership and any Subsidiary Company does not own or possess, possess or can acquire on reasonable terms, adequate have the right to use any patents, patent rights, rights or patent applications. The Company owns or possesses or has the right to use on reasonable terms all licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, domain names or and other intellectual property (collectively, "Intellectual Property") necessary to carry on its business as described in the business now operated by them, Prospectus; and neither the Company, the Operating Partnership or any Subsidiary Company has not received any written notice or and is not otherwise aware of any infringement or violation of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership or any Subsidiary therein, Company therein and which infringement or conflict violation (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Zumiez Inc

Possession of Intellectual Property. The Company, its subsidiaries and, to the Operating Partnership and any Subsidiary knowledge of the Company, each of the Acquisition Companies own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Boston Private Financial Holdings Inc)

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Possession of Intellectual Property. The CompanyExcept as disclosed in the General Disclosure Package and the Prospectus, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Masergy Communications Inc)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, possess or can acquire have the right to use on reasonable terms, adequate terms all patents, patent rights, patent applications, licenses, inventions, copyrights, know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names or and other intellectual property (collectively, "Intellectual Property") necessary to carry on their respective businesses as described in the business now operated by them, Prospectus and as proposed to be conducted; and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest interests of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would might result in a Material Adverse EffectChange.

Appears in 1 contract

Samples: Sales Agreement (Arbor Realty Trust Inc)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by themthem as described in the Registration Statement, the General Disclosure Package and the Prospectus, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Fastly, Inc.)

Possession of Intellectual Property. The CompanyExcept as described in the Offering Memorandum, the Operating Partnership Company and any Subsidiary own its Subsidiaries own, possess or possesslicense, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property (including Intellectual Property which is licensed) or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Fisher Scientific International Inc)

Possession of Intellectual Property. The Company, the Operating Partnership and any Subsidiary the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary reasonably necessary, if any, to carry on conduct the business now operated by them, and neither the Company, the Operating Partnership or nor any Subsidiary of the Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership or any Subsidiary of the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Sotherly Hotels Lp)

Possession of Intellectual Property. The Company, Company will at the Operating Partnership and any Subsidiary Closing Time own or possess, have contractual rights to acquire or can be able to acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on which will be employed by it in connection with the operation of its business now operated by themin the manner described in the Offering Memorandum, and neither none of the Company, the Operating Partnership Aladdin Parties or any Subsidiary of their subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership or any Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Aladdin Gaming Enterprises Inc)

Possession of Intellectual Property. The CompanyExcept as disclosed in the Disclosure Package and the Offering Memorandum, the Operating Partnership Company and any Subsidiary the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, Company nor any of the Operating Partnership or any Subsidiary Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Bridge Loan Agreement (Lyondell Chemical Co)

Possession of Intellectual Property. The CompanyExcept as described in the General Disclosure Package and the Prospectus, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on commercially reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement (Archipelago Learning, Inc.)

Possession of Intellectual Property. The CompanyCompany and the Company Subsidiaries own, have incidental rights to or possess the Operating Partnership and any Subsidiary own or possessright to use to the extent necessary in their businesses, or can acquire on reasonable terms, adequate the patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, marks and trade names or other intellectual property (collectively, "Intellectual PropertyPROPRIETARY RIGHTS") necessary to carry on presently employed by them in connection with the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Company Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property proprietary rights, or of any facts or circumstances which would render any Intellectual Property proprietary rights invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Company Subsidiary therein, and which failure, infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (MGM Mirage)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business businesses now operated by themthem as described in the Registration Statement, the Disclosure Package and the Prospectus, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Cardlytics, Inc.

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, possess adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by themit or described in the Registration Statement or Prospectus as being owned or possessed by it as the case may be, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Placement Agency Agreement (Biopure Corp)

Possession of Intellectual Property. The Company, the Operating Partnership and any Subsidiary its subsidiaries own or possess, possess or can acquire have the right to use on reasonable terms, adequate terms all patents, patent rights, patent applications, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names or and other intellectual property (collectively, "Intellectual Property") necessary to carry on their respective businesses as described in the business now operated by them, Prospectus and as proposed to be conducted; and neither the Company, the Operating Partnership or nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Legacy Reserves L P

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and and, except as disclosed in the General Disclosure Package or the Prospectus, neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Tongjitang Chinese Medicines Co)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any its Subsidiary own or possess, possess or can acquire have the right to use on reasonable terms, adequate terms all patents, patent rights, patent applications, licenses, inventions, copyrights, works of authorship, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, domain names or and other intellectual property (collectively, "Intellectual Property") necessary to carry on their respective businesses as described in the business now operated by them, Prospectus and as proposed to be conducted; and neither the Company, the Operating Partnership or any Company nor its Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any its Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Volcom Inc

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and, except as described in the Disclosure Package and Final Offering Memorandum, neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Raser Technologies Inc)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business businesses now operated by themthem as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.. Exhibit 1.1

Appears in 1 contract

Samples: Cardlytics, Inc.

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how know‑how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by themthem as described in the Registration Statement, the General Disclosure Package and the Prospectus, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Fastly, Inc.)

Possession of Intellectual Property. (A) The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, except as would not result in a Material Adverse Effect, and (B) neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Sibanye Gold LTD)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its ----------------------------------- Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property property, including specifically but without limitation the patents listed on Schedule II hereto, (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Wesley Jessen Visioncare Inc)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business businesses now operated by themthem as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Cardlytics, Inc.

Possession of Intellectual Property. The CompanyExcept as disclosed in the Prospectus, the Operating Partnership Company and any Subsidiary its subsidiaries own or possesspossess or otherwise have the legal right to use, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries therein, and which infringement or conflict (if the subject of any an unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (China Techfaith Wireless Communication Technology LTD)

Possession of Intellectual Property. The Company, the Operating Partnership NovaStar ----------------------------------- Mortgage and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by themit, and neither the Company, the Operating Partnership NovaStar Mortgage or any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership NovaStar Mortgage or any Subsidiary therein, of its subsidiaries and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Novastar Mortgage Funding Corp)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on commercially reasonable terms, adequate all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by themthem as disclosed in the Disclosure Package and the Prospectus, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Waddell & Reed Financial Inc)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property property, including specifically but without limitation the patents listed on Schedule IV hereto, (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Wesley Jessen Visioncare Inc)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its Subsidiaries own or possesspossess sufficient rights to use, or can acquire on reasonable terms, adequate all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by themthem and material to the Company’s business taken as a whole (collectively, and “Intellectual Property”), and, to the Company’s knowledge, neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Emeritus Corp\wa\)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by themthem and as disclosed in the Disclosure Package and the Prospectus, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse EffectChange.

Appears in 1 contract

Samples: Underwriting Agreement (SM Energy Co)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, other than those the failure to own or possess would not have a Material Adverse Effect, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Liberty Media Corp

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property property, including specifically but without limitation the patents listed on Schedule __ hereto, (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Wesley Jessen Visioncare Inc

Possession of Intellectual Property. The CompanyExcept as described in the Prospectus, the Operating Partnership Company and any Subsidiary its Subsidiaries own or possesspossess the right to utilize, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Rayovac Corp)

Possession of Intellectual Property. The CompanyExcept to the extent it would not result in a Material Adverse Effect, the Operating Partnership Company and any Subsidiary its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, ; and neither the Company, the Operating Partnership or Company nor any Subsidiary of its subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: International Purchase Agreement (National Oilwell Inc)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its ----------------------------------- Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, trademark registrations, service marks, service xxxx registrations, trade names names, copyrights or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Infonet Services Corp)

Possession of Intellectual Property. The Company, the Operating Partnership Company and any Subsidiary its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property property, including specifically but without limitation the patents listed on Schedule V hereto, (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership or Company nor any Subsidiary of its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Wesley Jessen Visioncare Inc)

Possession of Intellectual Property. The Company, Each of the Company the Operating Partnership and any Subsidiary own owns or possesspossesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on conduct its business as described in the business now operated by themRegistration Statement, the General Disclosure Package and the Prospectus, and neither the Company, Company nor the Operating Partnership or any Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, Company or the Operating Partnership or any Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Pebblebrook Hotel Trust)

Possession of Intellectual Property. The Company, Company and the Operating Partnership and any Subsidiary Subsidiaries collectively own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither except where the Company, failure to do so would not result in a Material Adverse Effect. Neither the Operating Partnership or Company nor any Subsidiary of the Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted the rights of others with respect to any Intellectual Property or is aware of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership Company or any Subsidiary of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Carriage Team Florida Cemetery LLC)

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