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.

Intellectual Property. The Company owns or possesses sufficient legal rights to all Intellectual Property (as defined below) that is necessary to the conduct of the Company’s business as now conducted and as presently proposed to be conducted (the “Company Intellectual Property”) without any violation or infringement (or in the case of third-party patents, patent applications, trademarks, trademark applications, service marks, or service mark applications, without any violation or infringement known to the Company) of the rights of others. No product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any rights to any patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade secrets, licenses, domain names, mask works, information and proprietary rights and processes (collectively, “Intellectual Property”) of any other party, except that with respect to third-party patents, patent applications, trademarks, trademark applications, service marks, or service mark applications the foregoing representation is made to the Company’s knowledge only. Other than with respect to commercially available software products under standard end-user object code license agreements, there is no outstanding option, license, agreement, claim, encumbrance or shared ownership interest of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person. The Company has not received any written communications alleging that the Company has violated or, by conducting its business, would violate any of the Intellectual Property of any other person.

Property Association. To Seller’s Knowledge, as of the Closing Date, there are no outstanding payments owed by Seller pursuant to, or violations by Seller of any of the covenants contained in, # that certain Declaration of Covenants and Restrictions for Center Point Business Park dated as of March 5, 1992, recorded in the Duval County, Florida official records in Volume 7284 at Page 1931, as amended and supplemented, and/or # that certain Declaration of Covenants, Restrictions and Easements for Liberty Business Park dated as of June 24, 2016, recorded in the Duval County, Florida official records in Book 17615 at Page 2244, and re-recorded in Book 18410 at Page 205.”

Intellectual Property. Except for such claims, which individually or in the aggregate, would not have an Buyer Material Adverse Effect, there are no pending or threatened claims of which the Buyer has been given written notice by any person against their use of any material trademarks, trade names, service marks, service names, mark registrations, logos, assumed names and copyright registrations, patents and all applications therefor which are owned by the Buyer and used in its operations as currently conducted (the “Buyer Intellectual Property”). To the Buyer’s knowledge, the Buyer has such ownership of or such rights by license, lease or other agreement to the Buyer Intellectual Property as are necessary to permit it to conduct its operations as currently conducted, except where the failure to have such rights would not have an Buyer Material Adverse Effect.

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.

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.

Company in writing, to assign all Inventions [[Organization B:Organization]] to provide all assistance reasonably requested by the Company to preserve its interests in the Inventions (such as by executing assignments and other documents, assisting in patent prosecutions and enforcement, testifying, etc. as requested by the Company), such assistance to be provided at the Company’s expense but without additional compensation [[Organization B:Organization]] Employee.

Real Property. Each Seller Entity has good and, as applicable, marketable fee simple title to, or a valid leasehold interest in, as applicable, the Facilities set forth opposite its name in [Schedule 4.7], in each case free and clear of all Liens (except Permitted Liens) and Liabilities (except Assumed Liabilities). No material portion of the Facilities is the subject of, or affected by, condemnation or eminent domain Proceedings, or other Proceeding challenging title or the rights to such real property, currently instituted or pending. Except as set forth in [Schedule 4.7], no Person other than a Seller Entity has been granted any right to use or otherwise occupy the Facilities or any part thereof.

Property Insurance. Property insurance at least as broad as the most commonly available Insurance Services Office (ISO) special form causes of loss (“all risk”) policy form CP 10 30 covering all personal property and fixtures of Tenant and all Tenant Improvements and Alterations within the Premises made by or for Tenant, insuring such property for the full replacement value of such property and naming Landlord and the Landlord Parties and any other party reasonably designated by Landlord as loss payee with respect to the leasehold improvements, additions or alterations.