Valid and Enforceable Sample Clauses
Valid and Enforceable. All Company IP is valid, subsisting, and enforceable. Without limiting the generality of the foregoing:
Valid and Enforceable. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange.
Valid and Enforceable. All Company IP is valid, subsisting, and enforceable; the foregoing representation is made to the Acquired Corporations’ knowledge as to patents. Without limiting the generality of the foregoing:
Valid and Enforceable. All Business IP is valid, subsisting, and enforceable (although Seller makes no representations with regard to Intellectual Property licensed from Third Parties). Without limiting the generality of the foregoing:
(i) No trademark or trade name owned, used, or applied for by a Seller conflicts or interferes with any trademark or trade name owned, used, or applied for by any other Person. No Seller has Knowledge with respect to and is not aware of any other basis for a claim that any of the Business IP is invalid or unenforceable.
(ii) All Business IP (other than in-licensed Intellectual Property) that is Registered IP is in compliance with all formal legal requirements and all filings, payments, and other actions required to be made or taken to maintain such Registered IP in full force and effect have been made by the applicable deadline. Schedule 4.15(f)(ii) contains a complete and accurate list of all actions, filings, and payments that must be taken or made through December 31, 2015, in order to maintain such Registered IP in full force and effect.
(iii) No Action (including any interference, opposition, reissue, or reexamination proceeding) or claim is pending or, to Sellers’ Knowledge, threatened, in which the scope, validity, or enforceability of any Business IP is being, has been, or could reasonably be expected to be contested or challenged, and there has been no such Action or claim.
Valid and Enforceable. 13 10.4 Endorsement...................................................................................13
Valid and Enforceable. All Acquired Company IP that is Registered IP is valid, subsisting and enforceable. Without limiting the generality of the foregoing:
(i) no Trademark or Domain Name owned, purported to be owned, used or for which registration has been applied for by any Acquired Company infringes upon, conflicts with, or interferes with any Trademark or Domain Name owned, used or for which registration has been applied for by any other Person, and each Acquired Company has taken reasonable steps to police the use of its Trademarks and Domain Names;
(ii) each item of Acquired Company IP that is Registered IP is and at all times has been in compliance in all material respects with all Legal Requirements and all filings, payments and other actions required to be made or taken to maintain such item of Acquired Company IP in full force and effect have been made and taken by the applicable deadline;
(iii) Part 2.11(h)(iii) of the Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or made on or before January 31, 2022 in order to maintain in full force and effect each item of Acquired Company IP that is Registered IP;
(iv) no interference, opposition, cancellation, reissue, reexamination, review or other Legal Proceeding is or has been pending or, to the Knowledge of the Company, threatened, in which the ownership, scope, validity or enforceability of any Acquired Company IP that is Registered IP is being, has been, or would reasonably be expected to be contested or challenged, and, to the Knowledge of the Company, there are no specific facts that would form a reasonable basis for a claim that any Acquired Company IP is invalid or unenforceable; and
(v) no act has been done or omitted to be done by any Acquired Company, which has, had or would reasonably be expected to have the effect of impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Acquired Company IP.
Valid and Enforceable. All Acquired Company IP owned or exclusively licensed by Company is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) Except as would not be, individually or in the aggregate, material to the Acquired Companies (taken as a whole), no Acquired Company IP owned, purported to be owned, used or for which registration has been applied for by any Acquired Company conflicts or interferes with any Intellectual Property or Intellectual Property Right owned, used or for which registration has been applied for by any other Person, and each Acquired Company has taken reasonable steps to police the use of its such Acquired Company IP and to protect such Acquired Company IP against third party infringement, violation, misappropriation or dilution, as applicable; (ii) No interference, opposition, cancellation, reissue, reexamination, review or other Legal Proceeding is or has been pending or, to the Knowledge of the Company, threatened, in which the ownership, scope, validity or enforceability of any Acquired Company IP is being, has been or would reasonably be expected to be contested or challenged, and to the Knowledge of the Company, there are no specific facts that would form a reasonable basis for any such claim or Legal Proceeding; and (iii) no act has been done or omitted by any Acquired Company, which has, had or would reasonably be expected to have the effect of impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Acquired Company IP or give any Person any rights with respect thereto.
(i) Effects of This Transaction. Except as specified under Section 3.11(i) of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement or any other Company Transaction Document nor the consummation of any of the Contemplated Transactions will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare: (i) a loss of, alteration to, impairment in or Lien on, any Acquired Company IP; (ii) a breach of or default under any Acquired Company IP Contract; (iii) the release, disclosure or delivery of any Acquired Company IP or Company Product by or to any escrow agent or other Person; (iv) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Acquired Company IP or any Intellectual Property or Intellectual Property Right owned by P...
Valid and Enforceable. Each item of Registered Company IP is and at all times has been in compliance with all Legal Requirements and all filings, payments and other actions required to be made or taken to maintain such item of Company IP in full force and effect have been made by the applicable deadline. No Registered Company IP has been adjudged to be, and, to the Company’s Knowledge, there is no reasonable basis for a claim that any Registered Company IP is, invalid or, except for pending applications, unenforceable. Except as set forth in Schedule 4.12(d)(1), there are no actions that must be taken by the Company within six (6) months of the date hereof, including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates for the purposes of perfecting, maintaining or renewing any Registered Company IP. No issuance or registration obtained and no application filed by the Company in connection with the Registered Company IP has been cancelled, abandoned, allowed to lapse or not renewed, except where the Company has in its reasonable business judgment decided to cancel, abandon, allow to lapse or not renew such issuance, registration, or application. Schedule 4.12(d)(2) sets forth a list of all Registered IP that is, or was at the time, Registered Company IP that has been cancelled, abandoned, allowed to lapse or not renew in the sixty (60) months prior to the date hereof. The Company has not claimed “small business status” on any application for any Registered Company IP.
Valid and Enforceable. All filings, payments and other actions required to be made or taken to maintain each item of Company IP that is Registered IP in full force and effect have been made by the applicable deadline. To the Knowledge of the Company, there is no basis for a claim that any Company IP is invalid or, except for pending applications, unenforceable. Except as set forth in Section 2.13(d) of the Disclosure Schedule, there are no actions that must be taken by Company or any Subsidiary within 120 days of the Closing Date, including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates for the purposes of perfecting, maintaining or renewing any Registered IP.
Valid and Enforceable. The Registered Intellectual Property is valid, subsisting, and, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, and by laws relating to the availability of specific performance, injunctive relief or other estoppels or equitable remedies, is enforceable. Without limiting the generality of the foregoing: