Intellectual Property. To the knowledge of the Company, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have would have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a written notice that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement for which the expiration, termination or abandonment could have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Intellectual Property. To the knowledge of the Company, theThe Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have wouldcould have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a written notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement for which the expiration, termination or abandonment could have a Material Adverse Effect.Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as wouldcould not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so wouldcould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Intellectual Property. To the knowledge of the Company,Except as set forth on [Schedule 3.1(p)], the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have wouldcould have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a written notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement for which the expiration, termination or abandonment could have a Material Adverse Effect.Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as wouldcould not have or reasonably beor expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so wouldcould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Intellectual Property.Property Rights. To the knowledge of the Company,Companys knowledge, the Company and theits Subsidiaries have,own or havepossess adequate rights or licenses to use,use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent applications, trademarks, trademark applications, service marks,rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade names, trade secrets, inventions, copyrights, licensessecrets and other intellectual property rights and similar rights(collectively, Intellectual Property) necessary or required for use in connection withto conduct their respective businesses as describednow conducted, except as set forth in [Schedule 3(j)] or to the SEC Reports and whichextent that the failure to so haveown, possess, license or otherwise hold adequate rights to use Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect (collectively,Effect. Except as disclosed in [Schedule 3(j)], to the “Intellectual Property Rights”). None of,Companys knowledge, none of the Companys active and neither the Company nor any Subsidiary has received a written notice that any of, theregistered Intellectual Property Rights has expired, terminatedhave expired or been abandoned, or is expected toterminated, or, by the terms and conditions thereof, will expire or terminate or be abandoned, within two (2) years from the date of this Agreement for which the expiration, termination or abandonment could have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person,Agreement, except as would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries of any Intellectual Property of others and, except as set forth on [Schedule 3(j)], there is no claim, action or proceeding being made or brought against, or to the Companys knowledge, being threatened against, the Company or its Subsidiaries regarding Intellectual Property, which could reasonably be expected to have a Material Adverse Effect.
Intellectual Property.Property Rights. To the knowledge of the Company,Companys knowledge, the Company and theits Subsidiaries have,own or havepossess adequate rights or licenses to use,use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent applications, trademarks, trademark applications, service marks,rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade names, trade secrets, inventions, copyrights, licensessecrets and other intellectual property rights and similar rights(collectively, Intellectual Property) necessary or required for use in connection withto conduct their respective businesses as describednow conducted, except as set forth in [Schedule 3(j)] or to the SEC Reports and whichextent that the failure to so haveown, possess, license or otherwise hold adequate rights to use Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect (collectively,Effect. Except as disclosed in [Schedule 3(j)], to the “Intellectual Property Rights”). None of,Companys knowledge, none of the Companys active and neither the Company nor any Subsidiary has received a written notice that any of, theregistered Intellectual Property Rights has expired, terminated or been abandoned, or is expected towill expire or terminate or be abandoned,by the terms and conditions thereof within two (2) years from the date of this Agreement for which the expiration, termination or abandonment could have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries of any Intellectual Property of others and, except as set forth on [Schedule 3(j)], there is no claim, action or proceeding being made or brought against, or to the Companys knowledge, being threatened against, the Company or its Subsidiaries regarding Intellectual Property, which could reasonably be expected to have a Material Adverse Effect.
Intellectual Property. To the knowledge of the Company, theThe Company and the Subsidiaries have,Subsidiary own or havepossess adequate enforceable rights to use,use all patents, patent applications, trademarks,trademarks (both registered and unregistered), trade names, trademark applications,registrations, service marks, trade names, trade secrets, inventions,service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and know-how (including trade secrets and other intellectual property rights and similar rightsunpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”), necessary or required for use in connection withthe conduct of their respective businesses as described inconducted as of the SEC Reports and whichdate hereof, except to the extent that the failure to so have would have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a written notice that any of, the Intellectual Property Rights has expired, terminatedown or been abandoned, or is expectedpossess adequate rights to expire or terminate or be abandoned, within two (2) years from the date of this Agreement for which the expiration, termination or abandonment could have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, alluse such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and the Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect. There are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings challenging the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ patents, patent applications or proprietary information. No other entity or individual has any right or claim in any of the Company’s or any of its Subsidiary’s patents, patent applications or any patent to be issued therefrom by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted by the Company or any Subsidiary. The Company has not received any written notice of any claim challenging the rights of the Company or its Subsidiaries in or to any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.
Intellectual Property. To the knowledge of the Company, theProperty Rights. The Company and theits Subsidiaries have,own or havepossess adequate rights or licenses to use,use all trademarks, trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent applications, trademarks, trademark applications, service marks,rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade names, trade secrets, inventions, copyrights, licensessecrets and other intellectual property rights and similar rightsall applications and registrations therefor (“Intellectual Property Rights”) necessary or required for use in connection withto conduct their respective businesses as describednow conducted. Except as set forth in Schedule 3(r)(ii), none of the SEC Reports and which the failure to so have would have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a written notice that any of, theCompany’s Intellectual Property Rights has expired,have expired or terminated or have been abandoned,abandoned or isare expected to expire or terminate or are expected to be abandoned, within two (2)three years from the date of this Agreement for whichAgreement. The Company does not have any knowledge of any infringement by the expiration, terminationCompany or abandonment could have a Material Adverse Effect.its Subsidiaries of Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding its Intellectual Property Rights. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rightsits Subsidiaries is aware of any Person, except as would not havefacts or reasonably be expectedcircumstances which might give rise to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights.foregoing infringements or claims, actions or proceedings. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.Intellectual Property Rights.
Intellectual Property. ToProperty Rights. Except as disclosed in the knowledgeSEC Documents, to the best of the Company,Companys knowledge, the Company and theits Subsidiaries have,own or havepossess adequate rights or licenses to use,use all trademarks, trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent applications, trademarks, trademark applications, service marks,rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade names, trade secrets, inventions, copyrights, licensessecrets and other intellectual property rights and similar rightsall applications and registrations therefor (Intellectual Property Rights) necessary or required for use in connection withto conduct their respective businesses as described in the SEC Reportsnow conducted and which the failurepresently proposed to sobe conducted. The Company does not have would have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neitherany knowledge of any infringement by the Company nor any Subsidiary has received a written notice that any of, theor its Subsidiaries of Intellectual Property Rights has expired, terminatedof others. There is no claim, action or been abandoned,proceeding being made or is expectedbrought, or to expirethe knowledge of the Company or terminateany of its Subsidiaries, being threatened, against the Company or be abandoned, within two (2) years from the dateany of this Agreement for which the expiration, termination or abandonment could have a Material Adverse Effect.its Subsidiaries regarding its Intellectual Property Rights. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rightsits Subsidiaries is aware of any Person, except as would not havefacts or reasonably be expectedcircumstances which might give rise to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights.foregoing infringements or claims, actions or proceedings. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.Intellectual Property Rights
Intellectual Property. To the knowledgeThe Company and its Subsidiaries own or possess adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. None of the Company, the Company and the Subsidiaries have, or have rights to use, allCompany's material trademarks, trade names, service marks, service mark registrations, service names, patents, patent applications, trademarks, trademark applications, service marks,rights, copyrights, inventions, licenses, approvals, government authorizations, trade names, trade secrets, inventions, copyrights, licenses andsecrets or other intellectual property rights have expired or terminated, or, by the terms and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have would have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a written notice that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected toconditions thereof, will expire or terminate or be abandoned, within two (2) years from the date of this Agreement for which the expiration, termination or abandonment could have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights.Agreement. The Company and its Subsidiaries do not have taken reasonable security measuresany Knowledge of any infringement by the Company or its Subsidiaries of any material trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of identical or substantially the same trade secrets or technical information by others, and there is no claim, action or proceeding being made or brought against, or to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so would not, individuallyCompany's Knowledge, being threatened against, the Company or in the aggregate,its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement, which could reasonably be expected to have a Material Adverse Effect.
Intellectual Property. To the knowledge of the Company, thePatents, Copyrights, etc. The Company and each of its Subsidiaries owns or possesses the Subsidiaries have,requisite licenses or have rights to use,use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, tradeservice names, trade secrets, inventions, copyrights, licensesnames and other intellectual property rights and similar rightscopyrights (“Intellectual Property”) necessary or required for useto enable it to conduct its business as now operated (and, as presently contemplated to be operated in connection with their respective businessesthe future). Except as describeddisclosed in the SEC Reports and which the failure to so have would have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a written notice that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement for which the expiration, termination or abandonment could have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable andDocuments, there is no existing infringementclaim or action by another Personany 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 Intellectual Property Rights.foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.Intellectual Property.
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