all correspondence with the Railroad Commission of Texas regarding the abandoned well on the Real Property;

enter into, terminate, amend, modify, renew, extend, waive or release any material rights or claims under any contract related to Intellectual Property Rights, sell, assign, transfer or exclusively license to any Person, otherwise dispose of or permit to lapse or become cancelled or abandoned, except for claims abandoned or cancelled in the ordinary course of patent or trademark prosecution, any rights to any Intellectual Property Rights;

grant or commit to grant a licence or otherwise transfer abandon, or permit to become abandoned any material Intellectual Property or exclusive rights in or in respect thereof;

Property. The [[Organization A:Organization]] will maintain, preserve and keep its own and will cause its Subsidiaries to keep their principal plants and properties and every part thereof in good repair, working order and condition and from time to time make all needful and proper repairs, renewals, replacements, additions, betterments and improvements thereto so that at all times the efficiency thereof shall be fully preserved and maintained, except in each case when the failure to do so would not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.

Property. The property to be sold to Buyer in this transaction consists of an undivided 100% interest in the Property. Seller owns no interest in any personalty with respect to the Property.

Property. Smathers hereby represents and warrants to ​ that by the Termination Date, he will return to ​ all ​ documents (and all copies thereof) and other ​ property which he has had in his possession at any time, including, but not limited to, ​ files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property, credit cards, entry cards, identification badges and keys, laptops and phones; and any materials of any kind which contain or embody any proprietary or confidential information of ​ (and all reproductions thereof) (“​ Property”).

The ​ does not own any wells that # are required by applicable Law or Permit to have been plugged and abandoned that have not been plugged and abandoned, # are currently temporarily abandoned, or # to the Knowledge of Seller, have been plugged and abandoned but not in compliance in all material respects with all applicable Laws, Permits, or other requirements of any Governmental Entity.

Borrower shall # protect, defend and maintain the validity and enforceability of its Intellectual Property; # promptly advise Agent in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and # not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Agent’s written consent.

not permit to lapse or become abandoned any Intellectual Property Collateral in compliance with, and except as permitted under, the terms of the Credit Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Intellectual Property Collateral, in each case except as shall be consistent with terms of the Credit Agreement;

Real Property. Seller represents and warrants that the Company has good and marketable title to all real property that it owns, free and clear of all liens.

Intellectual Property. Seller represents and warrants that the Company directly or indirectly, possesses, or has adequate rights to all licenses, permits, and all other franchises, trademarks, tradenames, service marks, inventions, patents, copyrights, and any applications therefor, trade secrets, research and development, know-how, technical data, computer software programs or applications and technology systems necessary to operate its business (“Intellectual Property”). None of the Intellectual Property owned or used by the Company, infringes any Intellectual Property right of any other entity and no Intellectual Property owned by the Company is infringed upon by any other entity.

Intellectual Property. Any idea, invention, design, process, system, procedure, improvement, development or discovery conceived, developed, created or made by Executive, alone or with others, during the Term and applicable to the business of the Company, whether or not patentable or registrable, shall become the sole and exclusive property of the Company. Executive shall disclose the same promptly and completely to the Company and shall, during the Term or thereafter, # execute all documents requested by the Company for vesting in the Company the entire right, title and interest in and to the same, # execute all documents requested by the Company for filing and procuring such applications for patents, trademarks, service marks or copyrights as the Company, in its sole discretion, may desire to prosecute, and # give the Company all assistance it may reasonably require, including the giving of testimony in any Proceeding (as defined below), in other to obtain, maintain and protect the Company’s right therein and thereto.

Intellectual Property. The Borrower and each of its Subsidiaries own or are licensed or otherwise have full legal right to use all of the patents, trademarks, service marks, trade names, copyrights, franchises, authorizations and other rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person with respect thereto, except where the absence of such rights or the presence of such conflicts could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Personal Property. Except as set forth on [Schedule 3.18(c)], as of the date of this Agreement, the Group Companies collectively have good title to or valid leasehold or license interests in all machinery, equipment and other personal property used by them in the conduct of their businesses as currently conducted, and none of such properties are subject to any Liens except for Liens identified on [Schedule 3.18(c)] and Permitted Liens. All material personal property of the Group Companies are in good operating condition and repair, normal wear and tear excepted and are adequate in all material respects to conduct the operations of the Group Companies as currently conducted. For the avoidance of doubt, this [Section 3.18(c)] does not make any representation or warranty regarding Intellectual Property Rights.

Except as listed on [Schedule 4.14(a)] to the Disclosure Schedules, there are no trademarks, trade names, brand names, service marks, patents or copyrights material to or used in [[Organization A:Organization]]’s business. Except as shown on [Schedule 4.14(a)] to the Disclosure Schedules, no person has a right to receive a royalty with respect to any of the foregoing, and [[Organization A:Organization]] has no licenses granted by or to it and [[Organization A:Organization]] is not a party to any other agreement, relating in whole or in part to any items in the foregoing categories.

Company Property. It is specifically understood and agreed that all e-mail and computer passwords, all current and prospective client lists, all of the rates and property pertaining to the business of the Company or its operations and processes, is and shall remain the sole and exclusive property of the Company and that upon request of the Company while engaged as a consultant, or upon the termination of such relationship, the Consultant shall promptly surrender to the Company all such property and all copies thereof which shall be under the Consultant’s control or in the Consultant’s possession.

Real Property. [Schedule 3.11] contains a complete and accurate list of all premises leased or subleased or otherwise used or occupied by the Company (the “Leased Premises”), and of all leases, lease guarantees, agreements and documents related thereto, including all amendments, terminations and modifications thereof (collectively, the “Leases”), as well as the current annual rent and term under each Lease. Sellers have provided to Buyer a true and complete copy of each of the Leases, and in the case of any oral Lease, a written summary of the material terms of such Lease. The Leases are valid, binding and enforceable in accordance with their terms (subject to the Permitted Exceptions) and are in full force and effect. No event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default on the part of the Company under any Lease. To the Knowledge of the Company, no event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default by any other party under any Lease, and the Company has not received written notice or, to the Knowledge of the Company, any other notice of any such condition. The Company has not waived any material rights under any Lease which would be in effect at or after the Closing. The Company is in quiet possession of the Leased Premises.

Intellectual Property. Except as set forth in [Schedule 3.12], the Company has not # received any written charge, complaint, claim, demand, or notice alleging infringement, dilution, misappropriation or violation of the Intellectual Property Rights of any Person (including any demand to refrain from using or to license any Intellectual Property Rights of any Person in connection with the conduct of the business) or # agreed to, or has a contractual obligation to, indemnify any Person for or against any interference, infringement, dilution, misappropriation or violation with respect to any Intellectual Property Rights.

Intellectual Property. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing.