Intellectual Property. The material Contributed Entity Intellectual Property is listed on [Section 3.21] of the Crestwood Disclosure Schedule. Except as would not be material to the Contributed Entities, taken as a whole, # each of the Contributed Entities owns and possesses, free and clear of all Encumbrances (other than Permitted Encumbrances), good title to or is licensed or otherwise has the right to use all material Intellectual Property currently used in their respective businesses, # since October 7, 2013, none of the Contributed Entities has infringed on the Intellectual Property Rights of any other Person, # since October 7, 2013, to Crestwoods Knowledge, no Person has infringed on the Intellectual Property Rights of any Contributed Entity and # no Actions are pending or, to Crestwoods Knowledge, threatened in writing against any Contributed Entity # with respect to the ownership, use or validity of any Contributed Entity Intellectual Property or # involving a claim of infringement of any Intellectual Property Rights of any third party.
#Annex C contains a true and complete list of all Company Registered Intellectual Property as of the date hereof, including the following: # each patent and patent application; (ii) (A) each registered trademark, trade name or service mark and each trademark, trade name or service mark application, and # a list of all trademarks, trade names, or service marks that the Company has used or intends to use with the intent of creating or benefiting from any common law rights relating to such marks; # each URL or domain name; # each registered mask work; # each registered copyrighted work or application for copyright registration, # any other Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued, filed with, or recorded with any Governmental or Regulatory Authority, and # any proceedings or actions pending as of the date hereof before any court, tribunal (including the PTO or equivalent authority anywhere in the world) or administrative panel relating to any of the Company Registered Intellectual Property.
Real Property. The Company has never and currently does not own any real property. Annex J (Leases of Realty) sets forth a true, correct and complete list of all real property and interests in real property leased or subleased (individually, a “Lease” and, collectively, the “Leases”) by the Company as lessee (individually, a “Company Property” and collectively as the “Company Properties”). The Company has a good, marketable and valid leasehold interest in each Company Property, subject only to Permitted Liens. The Company has previously made available to Buyer and/or its counsel true, correct and complete copies of each Lease, together with all amendments, modifications, supplements, waivers and side letters related thereto as to each Lease: # the Lease is legal, valid, binding, enforceable and in full force and effect; # none of the Company or, to the knowledge of the Company, any other party to the Lease is in breach or default thereunder and, to the knowledge of the Company, no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the Lease; # no party to the Lease has repudiated any provision thereof; # there are no disputes, oral agreements or forbearance programs in effect as to the Lease; # the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents made available to Buyer; and # the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease.
For the purposes of this clause:
Intellectual Property. Any invention, trade secret or know-how and any materials, documents, programs or information belonging to Therapeutics and supplied to SCI by Therapeutics pursuant to this Agreement shall remain the property of Therapeutics, Any invention, trade secret or know-how and any materials, documents, programs or synthesis information belonging to SCI prior to the date of this Agreement, or developed by SCI independently of this Agreement (i.e. not falling within Section 4.1 below), shall remain the property of SCI.
Intellectual Property. All of Sellers' rights, title and interest in all trademarks, trade names (service marks, copyrights and any applications therefor, and all logos, symbols, business manuals, policies, and tangible or intangible advertising materials that have been created by or for Sellers and that are or have been used by Sellers in the conduct of its business at the Locations ("Intellectual Property").
Leasehold Property. The Leasehold Property shall include all tangible assets of Sellers utilized in or related to the operations of the Locations, including all furniture, equipment and machinery.
COMMUNITY HOSPITAL OF LOS GATOS, INC.
PALM BEACH GARDENS COMMUNITY HOSPITAL, INC.
Consultant will provide the Chief Executive Officer of the Company and the Bank with advice and project support related to community relations, branding, implementation of effective community advisory board programs and related matters as requested.
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.