Sufficiency of IP Assets. The Intellectual Property owned by, or licensed under the Inbound License Agreements to, the Company and the Subsidiaries constitutes all the material Intellectual Property rights necessary for the conduct of the Company's and Subsidiaries' businesses as they are currently conducted.
Sufficiency of IP Assets. The Company Intellectual Property Rights constitutes all of the Intellectual Property Rights necessary for the conduct of the business of the Company as currently conducted.
Sufficiency of IP Assets. The Company or one of its Subsidiaries owns or possesses adequate licenses or other rights to use, free and clear of Liens (other than Permitted Exceptions), orders and arbitration awards, all of its Intellectual Property used in its business. The Intellectual Property identified in Schedule 4.13(a), together with the Company's and its Subsidiaries' Software, Trade Secrets, domain names and unregistered copyrights and the Company's and such Subsidiaries' rights under the licenses granted to the Company or any of its Subsidiaries under the IP Agreements and the Intellectual Property commercially available, constitute all the material Intellectual Property rights used in the operation of the Company's and its Subsidiaries' business as it is currently conducted and are all the Intellectual Property rights necessary to operate such businesses after the Closing Date in substantially the same manner as such businesses have been operated by the Company and its Subsidiaries prior thereto.
Sufficiency of IP Assets. Except as set forth in ----------------------------------- Section 2.18(f) of the Company Disclosure Letter, the Company owns or possesses adequate licenses or other rights to use, free and clear of Liens, orders and arbitration awards, all of the material Intellectual Property used the conduct of its business. The Intellectual Property identified in Section 2.18(a) of the Company Disclosure Letter, together with the Company's Trade Secrets, unregistered Copyrights and Trademarks and the Company's rights under the licenses granted to the Company under the Inbound License Agreements, constitute all the material Intellectual Property rights used in the operation of the Company's business as it is currently conducted and are all the Intellectual Property rights necessary to operate such business after the Effective Time in substantially the same manner as such business has been operated by the Company prior thereto.
Sufficiency of IP Assets. Except as set forth in ----------------------------------- Section 4.16(f) of the Disclosure Schedule, the Company or Inverness-U.S. owns or possesses adequate licenses or other rights to use, free and clear of Liens, orders and arbitration awards, all of its Intellectual Property used in and necessary to the current conduct of its business. The Intellectual Property identified in Section 4.16(a) of the Disclosure Schedule, together with the Company's and Inverness-U.S.'s unregistered copyrights and the Company's and Inverness-U.S.'s rights under the licenses granted to the Company or Inverness- U.S. under the Inbound License Agreements together with all Company know-how, technology; trade secrets and other confidential information, proprietary processes, formulae, algorithms, models, user interfaces, customer lists, concepts, ideas, techniques, methods, source codes, object codes and methodologies that are by law the property of the Company but that may not be subject to copyright protection, constitute all the material Intellectual Property rights used in the operation of the Company's and Inverness-U.S.'s businesses as they are currently conducted and are all the Intellectual Property rights necessary to operate such businesses after the Closing Date in substantially the same manner as such businesses have been operated by the Company prior thereto.
Sufficiency of IP Assets. The Business Intellectual Property assigned to Purchaser at the Initial Closing and the Intellectual Property licensed under the Inbound License Agreements listed in Section 2.8(d) of the Disclosure Schedule collectively constitute all the Intellectual Property used in or held or held for use in, or necessary for the conduct of, the Business as it is currently conducted, excluding standard Software applications used generally in the Seller Group’s operations and that are licensed for an annual license fee of no more than $10,000 pursuant to “shrink wrap” or “click through” licenses. The Business Intellectual Property constitutes all of the Intellectual Property owned by the Seller Group that is used in the Business.
Sufficiency of IP Assets. Except as set forth in ----------------------------------- Section 2.18(f) of the Company Disclosure Schedule, the Company or one of its subsidiaries owns or possesses adequate licenses or other rights to use, free and clear of Liens, orders and arbitration awards, all of its Intellectual Property used in and necessary to the conduct of its business. The Intellectual Property identified in Section 2.18(a) of the Company Disclosure Schedule, together with the Company's and its subsidiaries' unregistered copyrights and the Company's and such subsidiaries' rights under the licenses granted to the Company or any of its subsidiaries under the Inbound License Agreements, constitute all the material Intellectual Property rights used in the operation of the Company's and its subsidiaries' businesses as they are currently conducted and are all the Intellectual Property rights necessary to operate such businesses after the Effective Time in substantially the same manner as such businesses have been operated by the Company prior thereto.
Sufficiency of IP Assets. Company owns or possesses adequate licenses or other rights to use, free and clear of all Liens, orders and arbitration awards, all of the Intellectual Property used in the design, manufacture, import, sale and support of the Company’s products, in past and current versions that have been shipped to customers (including in prototype) and, to the knowledge of Company, in versions of the Company’s products contemplated by Company, except as set forth on Section 2.15(g) of the Company Disclosure Schedule. Company owns or possesses adequate licenses or other rights to use, free and clear of all Liens, orders and arbitration awards, all of the Intellectual Property used by it in its business (other than the design, manufacture, import, sale and support of the products addressed in the foregoing sentence) as currently conducted or as currently contemplated by Company to be conducted, except with respect to aspects of its business currently contemplated by Company but not sufficiently developed to require licenses to any third party materials that may eventually be necessary. The Scheduled Company IP, Company Owned Copyrights, Company Trade Secrets and Company Software, together with Company’s rights under the licenses granted to Company under the Inbound License Agreements (collectively, the “Intellectual Property Assets”), constitute all the Intellectual Property rights used in the Company’s business as it is currently conducted and are all the Intellectual Property rights necessary to operate the Company’s business after the Closing Date in substantially the same manner as such business has been operated by Company prior thereto, excepting only end user licenses of Software that are commercially available on reasonable terms to any person for a license fee of no more than Twenty Thousand Dollars ($20,000).
Sufficiency of IP Assets. To the Knowledge of Company, the Intellectual Property identified in Schedule 3.19(a), together with Company’s unregistered Copyrights, Trade Secrets and Other Intellectual Property Rights and Company’s rights under the licenses granted to Company under the Inbound License Agreements identified in Schedule 3.19(g)(1), constitute all the Business Intellectual Property rights that are used or held for use by Company in the operation of the Business as currently conducted and are all the Intellectual Property rights necessary for Purchaser to conduct the Business after the Closing Date in substantially the same manner as the Business is currently conducted or proposed to be conducted.
Sufficiency of IP Assets. The Business IP Assets and the Intellectual Property licensed under the Inbound License Agreements (other than the licenses of software applications that are excluded from the definition of Inbound License Agreements) to a Business Entity constitute all the Intellectual Property rights used or practiced or held for use or practice in and/or necessary for the conduct of the Business as currently conducted and necessary for Purchaser to operate the Business as currently conducted upon consummation of the transactions contemplated by this Agreement, excluding only the Excluded Assets; provided that nothing in this Section 3.16(e) constitutes a representation and warranty with respect to non-infringement of Intellectual Property owned by an unaffiliated third party and licensed to a Purchased Entity.
