Common use of Intellectual Property Clause in Contracts

Intellectual Property. Holdings, the Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 11 contracts

Samples: Credit Agreement (L 3 Communications Corp), Credit Agreement (L 3 Communications Corp), 364 Day Credit Agreement (L 3 Communications Corp)

Intellectual Property. Holdings, Each of the Borrower and each of its Restricted Subsidiaries owns, or is licensed has a valid license to use, all trademarks, tradenames, copyrights, technology, know-how and processes Intellectual Property necessary for the conduct of its business as currently conducted free and clear of all Liens except for those as permitted by the Loan Documents, other than Intellectual Property owned by a Special Purpose Entity, except where the failure to own or license which could do so would not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best Borrower’s knowledge, no holding, injunction, decision or judgment has been rendered by any Governmental Authority against the Borrower or any Restricted Subsidiary and neither the Borrower nor any of its Restricted Subsidiaries has entered into any settlement stipulation or other agreement (except license agreements in the ordinary course of business) which would limit, cancel or question the validity of the Borrower 's ’s or any Restricted Subsidiary’s rights in, any Intellectual Property in any respect that would reasonably be expected to have a Material Adverse Effect. To Borrower’s knowledge , and except as set forth on Schedule 4.9 , no claim has been asserted and or threatened or is pending by any Person challenging or questioning the use by the Borrower or its Restricted Subsidiaries of any such Intellectual Property owned by the Borrower or any of its Restricted Subsidiaries or the validity or effectiveness of any such Intellectual Property, nor does except as would not reasonably be expected to have a Material Adverse Effect. To the Borrower’s knowledge, the use of Intellectual Property by the Borrower know and its Restricted Subsidiaries does not infringe on the rights of any valid basis for any such claim which could Person in a manner that would reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower and its Restricted Subsidiaries does not infringe on take all reasonable actions that in the rights exercise of any Person their reasonable business judgment should be taken to protect their Intellectual Property, including Intellectual Property that is confidential in nature, except for such claims and infringements that, in where the aggregate, could failure to do so would not reasonably be expected to have a Material Adverse Effect.

Appears in 10 contracts

Samples: Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp)

Intellectual Property. Holdings, the Each Borrower and each of its the Restricted Subsidiaries owns own or possesses adequate valid licenses or otherwise have the valid right to use all of the patents, or is licensed to use patent applications, all trademarks, tradenames trademark applications, service marks, service mark applications, trade names, URLs, copyrights, technology computer software, trade secrets, know-how and processes (collectively, “Intellectual Property”) that are necessary for the conduct operation of its their business as currently presently conducted except for those the where failure to own or license which could have such right would not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use No claim is pending or, to the knowledge of such Intellectual Property by Holdings any Responsible Officer, threatened to the Borrower and its effect that Borrowers or the Restricted Subsidiaries does not infringe on infringes or conflicts with the asserted rights of any Person other Person under any material Intellectual Property, nor is there, to the knowledge of any Responsible Officer, any basis for such a claim, except for such claims and infringements that that would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No claim is pending or, to the knowledge of any Responsible Officer, threatened to the effect that any such material Intellectual Property owned or licensed by the Borrowers or the Restricted Subsidiaries or which the Borrowers or the Restricted Subsidiaries otherwise have the right to use is invalid or unenforceable, nor is there, to the knowledge of any Responsible Officer, any basis for such a claim, except for such claims that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 9 contracts

Samples: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International), Assignment and Assumption (MGM Resorts International)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect claim. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 9 contracts

Samples: Credit Agreement (Fpa Medical Management Inc), Credit Agreement (Mastercard Inc), Credit Agreement (Brown Tom Inc /De)

Intellectual Property. Holdings, the Borrower Kimco and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes (“Intellectual Property”) necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower Kimco know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect claim. The use of such Intellectual Property by Holdings, the Borrower Kimco and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 9 contracts

Samples: Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes Intellectual Property necessary for the conduct of its business as currently conducted except for those the failure to own any such Intellectual Property that if it were not so owned or license which licensed could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No material claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect claim. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, Person in any material respect except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 8 contracts

Samples: Credit Agreement (Northwestern Corp), Credit Agreement (Northwestern Corp), Credit Agreement (Northwestern Corp)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed to use, use or otherwise has the right to use all trademarks, tradenames, copyrights, technology, know-how and processes Intellectual Property necessary for the conduct of its business as currently conducted conducted, except for those where the failure to own or license which could not reasonably be expected of the Borrower and its Subsidiaries to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property rights has had or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could would reasonably be expected to have a Material Adverse Effect. The To the knowledge of the Borrower, no material claim that would reasonably be expected to have a Material Adverse Effect if adversely decided, has been asserted and is currently active and pending by any person (i) alleging that the business of the Borrower or its Subsidiaries as currently conducted infringes the Intellectual Property rights of a third party or (ii) challenging or questioning the use of such any Intellectual Property by Holdings of the Borrower or its Subsidiaries or the validity or effectiveness of any Intellectual Property of the Borrower or its Subsidiaries. Except for such activities as may be subject to authorization and consent pursuant to 28 U.S.C. Section 1498 or substantially equivalent law or regulation, to the Borrower’s knowledge, the operation of the businesses of the Borrower and its Subsidiaries does as currently conducted do not infringe on the any valid and enforceable Intellectual Property rights of any Person, except for third party where a finding of such claims and infringements that, in the aggregate, could not infringement would reasonably be expected to have a Material Adverse Effect.

Appears in 8 contracts

Samples: Credit Agreement (Raytheon Co/), Credit Agreement (Raytheon Co/), Credit Agreement (Raytheon Co/)

Intellectual Property. Holdings, Each of the Borrower Credit Parties and each of its their Subsidiaries owns, or is licensed has the legal right to use, all United States trademarks, tradenames, copyrights, technology, know-how and processes necessary for the each of them to conduct of its business as currently conducted (the “Intellectual Property”) except for those the failure to own or license which could have such legal right to use would not be reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except Except as set forth provided on Schedule 4.9 6.9, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower any Credit Party know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The claim, and the use of such Intellectual Property by Holdings, the Borrower Credit Parties and its their Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, that in the aggregate, could aggregate would not be reasonably be expected to have a Material Adverse Effect.

Appears in 8 contracts

Samples: Credit Agreement (Speedway Motorsports Inc), Credit Agreement (Speedway Motorsports Inc), Credit Agreement (Speedway Motorsports Inc)

Intellectual Property. Holdings Each Loan Party, the Borrower and each of its Subsidiaries Subsidiaries, owns, or is licensed to use or otherwise has the right to use, all trademarks, tradenames trade names, copyrights, technology patents, know-how domain names, trade secrets and processes necessary for other proprietary information that it uses in the conduct of its business as currently conducted except for those for which the failure to own or license which could would not reasonably be expected to have a Material Adverse Effect (the " Intellectual Property " ). To the best knowledge of the Borrower's knowledge, and except as set forth on Schedule 4.9 each Loan Party, no claim has been asserted and is pending or is threatened to be asserted by any Person challenging or questioning the use of any such material Intellectual Property or the validity or effectiveness enforceability of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim Property which could would reasonably be expected to have a Material Adverse Effect , nor does any Loan Party know of any valid basis for any such claim. The use of such Intellectual Property by Holdings, the Borrower each Loan Party and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could would not reasonably be expected to have a Material Adverse Effect.

Appears in 7 contracts

Samples: Credit Agreement (Cpi Aerostructures Inc), Credit Agreement (Napco Security Technologies, Inc), Credit Agreement (Nbty Inc)

Intellectual Property. Holdings Except as described on Schedule 4.09 and except as could not reasonably be expected to have a Material Adverse Effect, the Borrower Company and each of its Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes Intellectual Property necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") conducted. To the best of the Borrower's knowledge, and except Except as set forth described on Schedule 4.9 4.09, no claim has been asserted in writing to the Company or any of its Restricted Subsidiaries and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower Company know of any valid basis for any such claim which claim, in each case, that could reasonably be expected to have a Material Adverse Effect. The Except as described on Schedule 4.09, the use of such Intellectual Property by Holdings, the Borrower Company and its Restricted Subsidiaries does not infringe on the Intellectual Property rights of any Person, except for such claims and infringements Person in any manner that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 7 contracts

Samples: Credit Agreement (Harsco Corp), Existing Credit Agreement (Harsco Corp), Credit Agreement (Harsco Corp)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for Intellectual Property material to the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") conducted. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No material claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which claim, other than claims that could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person Person in any material respect, except for such claims and infringements that that could not, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 7 contracts

Samples: Assignment and Assumption (Symetra Financial CORP), Credit Agreement (Symetra Financial CORP), Credit Agreement (Symetra Financial CORP)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed has the legal right to use, all trademarks patents, tradenames, copyrights, technology, know-how registered trademarks and processes registered copyrights which are necessary for the it to conduct of its business as currently conducted (collectively the “Intellectual Property”), except for those where the failure to so own or license which so have such legal right to use could not reasonably be expected to have a Material Adverse Effect ( Effect. As of the " Closing Date, set forth in Schedule 4.01(f) is a list of all Intellectual Property" Property registered with the United States Copyright Office or the United States Patent and Trademark Office and owned by the Borrower. Except as provided in Schedule 4.01(f) . To , to the best knowledge of the Borrower 's knowledge, and except as set forth on Schedule 4.9 , no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected claim, and, to have a Material Adverse Effect. The the knowledge of the Borrower, the use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and or infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 7 contracts

Samples: Credit Agreement (Verasun Energy Corp), Credit Agreement (Verasun Energy Corp), Credit Agreement (Verasun Energy Corp)

Intellectual Property. Holdings, the The Borrower and each of its Restricted Subsidiaries owns, or is licensed to use, all patents, trademarks, tradenames , service marks, copyrights, technology, know-how and processes used in or necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending (or, to the knowledge of the Borrower, threatened) by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim, except for any such claim which could not reasonably be expected to have a Material Adverse Effect. The use of such the Intellectual Property by Holdings, the Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, that could not reasonably be expected to have a Material Adverse Effect.

Appears in 6 contracts

Samples: Credit Agreement (Sprint Spectrum Finance Corp), Credit Agreement (Sprint Spectrum L P), Credit Agreement (Sprint Spectrum Finance Corp)

Intellectual Property. Holdings, the Borrower Holdings and each of its Restricted Subsidiaries owns owns beneficially, or is licensed has the legal right to use, all United States and foreign patents, patent applications, trademarks, tradenames trademark applications, trade names, copyrights, technology, and rights in know-how and processes trade secrets necessary for the each of them to conduct of its business as currently conducted (the “Intellectual Property”) except for those the failure to own or license which could have such legal right to use would not be reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except Except as set forth provided on Schedule 4.9 5.9, no claim has been asserted and is pending by any Person against Holdings or any of its Restricted Subsidiaries challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower Holdings know of any valid basis for any such claim which could reasonably be expected claim, and, to have a Material Adverse Effect. The the knowledge of Holdings, the use of such Intellectual Property by Holdings, the Borrower Holdings and its Restricted Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, which in the aggregate, could would not be reasonably be expected to have a Material Adverse Effect.

Appears in 6 contracts

Samples: Credit Agreement (Univar Inc.), Credit Agreement (Univar Inc.), Credit Agreement (Univar Solutions Inc.)

Intellectual Property. Holdings, the The Borrower and each of its Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect claim. The use of such Intellectual Property by Holdings, the Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could do not reasonably be expected to have a Material Adverse Effect.

Appears in 6 contracts

Samples: Credit Agreement, Credit Agreement (El Paso Energy Partners Lp), Credit Agreement (Leviathan Gas Pipeline Partners L P)

Intellectual Property. Holdings Except as set forth on Schedule 8.18, the Borrower and each of its Restricted Subsidiaries owns owns or possesses adequate licenses or otherwise has the right to use all of the patents, or is licensed to use patent applications, all trademarks, tradenames trademark applications, service marks, service mark applications, trade names, copyrights, technology trade secrets, know-how and processes (collectively, “Intellectual Property”) (including, as of the Closing Date, all Intellectual Property listed in Schedules 9(a), 9(b) and 9(c) to the Initial Perfection Certificate) that are necessary for the conduct operation of its business as currently presently conducted except for those the where failure to own or license which could have such right would not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best and, as of the Borrower's knowledge Closing Date, all registrations listed in Schedules 9(a), 9(b) and 9(c) to the Initial Perfection Certificate are valid and in full force and effect, except as set forth on Schedule 4.9 where the invalidity of such registrations would not, no claim has been asserted and is pending by any Person challenging individually or questioning in the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property aggregate, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use Except as set forth on Schedule 8.18, as of such Intellectual Property by Holdings the Closing Date, no claim is pending or, to the knowledge of any Responsible Officer of Borrower, threatened to the effect that Borrower and or any of its Restricted Subsidiaries does not infringe on infringes or conflicts with the asserted rights of any Person other Person under any material Intellectual Property, except for such claims and infringements that that would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 8.18, as of the Closing Date, no claim is pending or, to the knowledge of any Responsible Officer of Borrower, threatened to the effect that any such material Intellectual Property owned or licensed by Borrower or any of its Restricted Subsidiaries or which Borrower or any of its Restricted Subsidiaries otherwise has the right to use is invalid or unenforceable, except for such claims that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 6 contracts

Samples: Credit Agreement (Wynn Las Vegas LLC), Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Las Vegas LLC)

Intellectual Property. Holdings Except as set forth on Schedule 8.19, the Borrower and each of its Restricted Subsidiaries owns owns or possesses adequate licenses or otherwise has the right to use all of the patents, or is licensed to use patent applications, all trademarks, tradenames trademark applications, service marks, service mark applications, trade names, copyrights, technology trade secrets, know-how and processes (collectively, “Intellectual Property”) (including, as of the Closing Date, all Intellectual Property listed in Schedules 9(a), 9(b) and 9(c) to the Initial Perfection Certificate) that are necessary for the conduct operation of its business as currently presently conducted except for those the where failure to own or license which could have such right would not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best and, as of the Borrower's knowledge Closing Date, all registrations listed in Schedules 9(a), 9(b) and 9(c) to the Initial Perfection Certificate are valid and in full force and effect, except as set forth on Schedule 4.9 where the invalidity of such registrations would not, no claim has been asserted and is pending by any Person challenging individually or questioning in the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property aggregate, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use Except as set forth on Schedule 8.19, as of such Intellectual Property by Holdings the Closing Date, no claim is pending or, to the knowledge of any Responsible Officer of Borrower, threatened to the effect that Borrower and or any of its Restricted Subsidiaries does not infringe on infringes or conflicts with the asserted rights of any Person other Person under any material Intellectual Property, except for such claims and infringements that that would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 8.19, as of the Closing Date, no claim is pending or, to the knowledge of any Responsible Officer of Borrower, threatened to the effect that any such material Intellectual Property owned or licensed by Borrower or any of its Restricted Subsidiaries or which Borrower or any of its Restricted Subsidiaries otherwise has the right to use is invalid or unenforceable, except for such claims that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 6 contracts

Samples: Credit Agreement (PNK Entertainment, Inc.), Credit Agreement (Penn National Gaming Inc), Credit Agreement (Penn National Gaming Inc)

Intellectual Property. Holdings, the Borrower Each of Holdings and each of its Subsidiaries owns, or is licensed to use or otherwise has the right to use, all trademarks, tradenames, copyrights, technology, know-how and processes Intellectual Property used in or necessary for the conduct of its business as currently conducted except for those the where such failure to own or license which could not be reasonably be expected to have a Material Adverse Effect (the " and all registered Intellectual Property"). To the best of the Borrower's knowledge, Property is properly registered and except as set forth is identified on Schedule 4.9 5.6. Except as disclosed in Schedule 5.6, no claim has been asserted and is pending by any Person challenging or questioning to the use knowledge of any such Intellectual Property Responsible Officer of Holdings or Borrower, the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower Holdings and its Subsidiaries and the conduct of their businesses does not and has not been alleged by any Person to infringe on the rights of any Person , except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect .

Appears in 6 contracts

Samples: Credit Agreement (TNS Inc), Credit Agreement (TNS Inc), Credit Agreement (TNS Inc)

Intellectual Property. Holdings, the The Borrower and each of its Restricted Subsidiaries owns owns beneficially, or is licensed has the legal right to use, all United States and foreign patents, patent applications, trademarks, tradenames trademark applications, trade names, copyrights, technology, and rights in know-how and processes trade secrets necessary for the each of them to conduct of its business as currently conducted (the “Intellectual Property”) except for those the failure to own or license which could have such legal right to use would not be reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except Except as set forth provided on Schedule 4.9 5.9, no claim has been asserted and is pending by any Person against the Borrower or any of its Restricted Subsidiaries challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected claim, and, to have a Material Adverse Effect. The the knowledge of the Borrower, the use of such Intellectual Property by Holdings, the Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, which in the aggregate, could would not be reasonably be expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Credit Agreement (Atkore International Group Inc.), Intercreditor Agreement (PharMEDium Healthcare Holdings, Inc.), Credit Agreement (Atkore International Group Inc.)

Intellectual Property. Holdings Except as could not reasonably be expected to have a Material Adverse Effect, the Borrower and each of its Subsidiaries owns, or is licensed to use, or, to the knowledge of the Borrower, can acquire or license on reasonable terms, all trademarks, tradenames, copyrights, technology, know-how and processes Intellectual Property necessary for the conduct of its business as currently conducted except for those conducted. No claim that is likely to result in an adverse determination against the failure to own or license which could not Borrower and, if adversely determined, would reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no claim has been asserted in writing and is pending against the Borrower or any of its Subsidiaries by any Person challenging or questioning alleging an infringement by the use Borrower of any such Person’s Intellectual Property or the validity or effectiveness of the Borrower’s right to use any of such Person’s Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect claim. The To the knowledge of the Borrower, the use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the Intellectual Property rights of any Person Person in any material respect, except for any such claims and infringements that, individually or in the aggregate, could would not reasonably be expected to have result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Credit Agreement (National CineMedia, Inc.), Credit Agreement (National CineMedia, Inc.), Credit Agreement (National CineMedia, Inc.)

Intellectual Property. Holdings As of the Closing Date, Company and its Restricted Subsidiaries own or have the Borrower and each of its Subsidiaries owns, or is licensed right to use, use all trademarks, tradenames, copyrights, technology, know-how and processes necessary for Intellectual Property used in the conduct of its business as currently conducted their business, except for those where the failure to own or license which have such right to use, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower and Loan Parties do not know of any valid basis for any such claim which except for such claims that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower Company and its Restricted Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Assignment and Assumption Agreement (Owens-Illinois Group Inc), Credit Agreement and Syndicated Facility Agreement (Owens-Illinois Group Inc), Intercreditor Agreement (Owens-Illinois Group Inc)

Intellectual Property. Holdings, the Borrower (a) Each Loan Party and each of its Subsidiaries Subsidiary thereof owns, or is licensed to use, all patents, patent applications, trademarks, tradenames trade names, service marks, copyrights, technology , trade secrets, proprietary information, domain names, know-how and processes necessary for the conduct of its business as currently conducted (the “Intellectual Property”), except for those where the failure to own or have a license which to use, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9 Effect, no claim has been asserted and is pending by any Person person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower any Loan Party know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect claim. The To each Loan Party’s knowledge, the use of such Intellectual Property by Holdings, the Borrower each Loan Party and its Subsidiaries each Subsidiary thereof does not infringe on infringe, dilute, misappropriate or otherwise impair the Intellectual Property rights of any Person person, except for such claims and infringements that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Security Agreement (Emdeon Inc.), Security Agreement (Emdeon Inc.), First Lien Security Agreement (Emdeon Inc.)

Intellectual Property. Holdings, the The Parent Borrower and each of its Restricted Subsidiaries owns, or is licensed has the legal right to use, all United States and foreign patents, patent applications, trademarks, tradenames trademark applications, trade names, copyrights, technology, know-how and processes necessary for the each of them to conduct of its business as currently conducted (the “Intellectual Property”) except for those the failure to own or license which could have such legal right to use would not be reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except Except as set forth provided on Schedule 4.9 5.9, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Parent Borrower know of any valid basis for any such claim which could reasonably be expected claim, and, to have a Material Adverse Effect. The the knowledge of the Parent Borrower, the use of such Intellectual Property by Holdings, the Parent Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, which in the aggregate, could would not be reasonably be expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Credit Agreement (Unistrut International Holdings, LLC), Credit Agreement (Unistrut International Holdings, LLC), Credit Agreement (Atkore International Group Inc.)

Intellectual Property. Holdings, the Borrower The Company and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary required for the conduct of its business as currently conducted except for those the failure any such failures to own or license which could would not reasonably be expected to have a Material Adverse Effect (the " Intellectual Property " ). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted against the Company or any Subsidiary and is pending by any Person challenging or questioning the use by the Company or any Subsidiary of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower Company know of any valid basis for any such claim which could claim, except, in each case, for any claims that would not reasonably be expected to have a Material Adverse Effect. The To the knowledge of the Company, the use of such Intellectual Property by Holdings, the Borrower Company and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could are not reasonably be expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Multi Currency Credit Agreement (Harman International Industries Inc /De/), Credit Agreement (Harman International Industries Inc /De/), Multi Currency Credit Agreement (Harman International Industries Inc /De/)

Intellectual Property. Holdings, the The Borrower and each of its Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes Intellectual Property necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") conducted. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No material claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property Property that could reasonably be expected to have a Material Adverse Effect, nor does the Borrower know of any valid basis for any such claim which claim. To the best knowledge of the Borrower, the use of such Intellectual Property by the Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person in a manner that could reasonably be expected to have a Material Adverse Effect . The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect .

Appears in 5 contracts

Samples: Credit Agreement (Rotech Healthcare Inc), Credit Agreement (Rotech Healthcare Inc), Credit Agreement (Rotech Healthcare Inc)

Intellectual Property. Holdings, the The Borrower and each of its Restricted Subsidiaries owns own, or is are licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes material Intellectual Property necessary for the conduct of its their business as currently conducted except for those the failure to own or license which could not reasonably be expected to have conducted, taken as a Material Adverse Effect (the "Intellectual Property") whole. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No material claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property Property in a manner that reasonably could be expected to result in a Material Adverse Effect, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect claim. The use of such Intellectual Property by Holdings, the Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, Person in the aggregate, any material respect in a manner that reasonably could not reasonably be expected to have result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Credit Agreement (Pinnacle Entertainment Inc), Credit Agreement (Pinnacle Entertainment Inc.), Credit Agreement (Pinnacle Entertainment Inc)

Intellectual Property. Holdings, the Borrower and each of its Subsidiaries Each Consolidated Party owns, or is licensed has the legal right to use, all trademarks, tradenames, copyrights, technology, know-how and processes (the “Intellectual Property”) necessary for the each of them to conduct of its business as currently conducted except for those the failure to own or license which have such legal right to use could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower any Credit Party know of any valid basis for any such claim which could reasonably be expected claim, and to have a Material Adverse Effect. The the Credit Parties’ knowledge the use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries any Consolidated Party does not infringe on the rights of any Person, except for such claims and infringements that, that in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Pledge Agreement (Lincare Holdings Inc), Pledge Agreement (Lincare Holdings Inc), Credit Agreement (Lincare Holdings Inc)

Intellectual Property. Holdings, the Borrower The Parent and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the " Intellectual Property " ). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim except for any such claim which could not reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower Parent and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Landstar System Inc), Credit Agreement (Landstar System Inc), Credit Agreement (Landstar System Inc)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed has the legal right to use, all United States patents, patent applications, trademarks, tradenames trademark applications, trade names, copyrights, technology, know-how and processes necessary for the each of them to conduct of its business as currently conducted (the “Intellectual Property”) except for those the failure to own or license which could have such legal right to use would not be reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except Except as set forth provided on Schedule 4.9 5.9, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected claim, and, to have a Material Adverse Effect. The the knowledge of the Borrower, the use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, which in the aggregate, could would not be reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Assignment and Assumption (International Paper Co /New/), Credit Agreement (Graphic Packaging Corp), Credit Agreement (Graphic Packaging Corp)

Intellectual Property. Holdings, the The Borrower and each of its Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, patents, know-how and processes necessary for the conduct of its business as currently conducted and as currently proposed to be conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person claim, except for any such claims and infringements that claim which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect . The use of the Intellectual Property by the Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person, except for such infringements that could not reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Sprint Spectrum L P), Credit Agreement (Sprint Spectrum L P), Credit Agreement (Sprint Spectrum L P)

Intellectual Property. Holdings, the Borrower and each of its Subsidiaries Each Guarantor owns, or is licensed to use, all trademarks, tradenames , trade secrets, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could would not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best knowledge of the Borrower's knowledge, and except as set forth on Schedule 4.9 each Guarantor, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower each Guarantor know of any valid basis for any such claim claim, which could would reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries Guarantors does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could would not reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Guarantee (Hanover Compressor Co), Guarantee (Hanover Compressor Co), Hanover Compressor Co /

Intellectual Property. Holdings, the Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames trade names, copyrights, technology, know- how how, and processes necessary for the conduct of its business as currently conducted (the "Intellectual Property") except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Change. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim (other than claims which could reasonably be expected to have would not constitute a Material Adverse Effect Change). The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect Change.

Appears in 4 contracts

Samples: Credit Agreement (Homestead Village Inc), Credit Agreement (Homestead Village Inc), Credit Agreement (Homestead Village Inc)

Intellectual Property. Holdings, the The Parent Borrower and each of its Subsidiaries owns, or is licensed has the legal right to use, all trademarks, tradenames, copyrights, technology, know-how and processes Intellectual Property necessary for the each of them to conduct of its business as currently conducted except for those the failure to own or license which have such legal right to use could not be reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except Except as set forth provided on Schedule 4.9 5.9, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Parent Borrower know of any valid basis for any such claim which could reasonably be expected claim, and, to have a Material Adverse Effect. The the knowledge of the Parent Borrower, the use of such Intellectual Property by Holdings, the Parent Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, which in the aggregate, could not be reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (RSC Equipment Rental, Inc.), The Credit Agreement (RSC Holdings Inc.), Credit Agreement (RSC Equipment Rental, Inc.)

Intellectual Property. Holdings, Each of the Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those of which the failure to so own or license which could are not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, which, if successful, would reasonably be expected to have a Material Adverse Effect, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect claim. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could are not reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Global Signal Inc), Credit Agreement (Global Signal Inc), Credit Agreement (Global Signal Inc)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure of which to own or license which could would not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does and the Borrower does not know of any valid basis for any such claim claim, except for such claims which could have previously been disclosed to the Lenders and would not reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could would not reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Scotts Company), Revolving Credit Agreement (Scotts Miracle-Gro Co), Credit Agreement (Scotts Company)

Intellectual Property. Holdings, the Borrower and each of its Restricted Subsidiaries owns owns or possesses adequate licenses or otherwise has the right to use all of the patents, or is licensed to use patent applications, all trademarks, tradenames trademark applications, service marks, service mark applications, trade names, copyrights, technology trade secrets, know-how and processes (collectively, “Intellectual Property”) (including, as of the Closing Date, all Intellectual Property listed in Schedules 8(a), 8(b) and 8(c) to the Initial Perfection Certificate) that are necessary for the conduct operation of its business as currently presently conducted except for those the where failure to own or license which could have such right would not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best and, as of the Borrower's knowledge Closing Date, all registrations listed in Schedules 8(a), 8(b) and 8(c) to the Initial Perfection Certificate are valid and in full force and effect, except as set forth on Schedule 4.9 where the invalidity of such registrations would not, no claim has been asserted and is pending by any Person challenging individually or questioning in the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property aggregate, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use No claim is pending or, to the knowledge of such Intellectual Property by Holdings any Responsible Officer of Borrower, threatened to the effect that Borrower and or any of its Restricted Subsidiaries does not infringe on infringes or conflicts with the asserted rights of any Person other Person under any material Intellectual Property, except for such claims and infringements that that would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No claim is pending or, to the knowledge of any Responsible Officer of Borrower, threatened to the effect that any such material Intellectual Property owned or licensed by Borrower or any of its Restricted Subsidiaries or which Borrower or any of its Restricted Subsidiaries otherwise has the right to use is invalid or unenforceable, except for such claims that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Bally's Corp), Incremental Joinder Agreement (Twin River Worldwide Holdings, Inc.), Credit Agreement (Boyd Gaming Corp)

Intellectual Property. Holdings As of the Closing Date, the Borrower Company and each of its Subsidiaries owns, own or is licensed have the right to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for Intellectual Property used in the conduct of its business as currently conducted their business, except for those where the failure to own or license which have such right to use in the aggregate could not reasonably be expected to have result in a Material Adverse Effect (the "Intellectual Property") Effect. To the best knowledge of the Borrower's knowledge, and except as set forth on Schedule 4.9 Company or any of its Subsidiaries, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower Company know of any valid basis for any such claim which claim, except for such claims that in the aggregate could not reasonably be expected to have result in a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower Company and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect . All United States registrations of and United States applications for material Intellectual Property owned by Company or any of the Subsidiary Guarantors, and all material license agreements under which Company or any of the Subsidiary Guarantors license United States Intellectual Property of third parties material to the conduct of their business, in each case, on the Closing Date are described on Schedule 5.5C annexed hereto.

Appears in 4 contracts

Samples: Credit Agreement (Hexcel Corp /De/), Credit Agreement (Hexcel Corp /De/), Credit Agreement (Hexcel Corp /De/)

Intellectual Property. Holdings, the The Borrower and each of its Restricted Subsidiaries owns, or is licensed has the legal right to use, all United States and foreign patents, patent applications, trademarks, tradenames trademark applications, trade names, copyrights, technology, know-how and processes necessary for the each of them to conduct of its business as currently conducted (the “Intellectual Property”) except for those the failure to own or license which could have such legal right to use would not be reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except Except as set forth provided on Schedule 4.9 5.9, no claim has been asserted and is pending by any Person against the Borrower or any of its Restricted Subsidiaries challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected claim, and, to have a Material Adverse Effect. The the knowledge of the Borrower, the use of such Intellectual Property by Holdings, the Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, which in the aggregate, could would not be reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Nci Building Systems Inc), Credit Agreement (Nci Building Systems Inc), Credit Agreement (Envision Healthcare Corp)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes ("Intellectual Property") necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect claim. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp)

Intellectual Property. Holdings, the The Borrower and each of its the Restricted Subsidiaries owns own or possesses adequate valid licenses or otherwise have the valid right to use all of the patents, or is licensed to use patent applications, all trademarks, tradenames trademark applications, service marks, service mark applications, trade names, URLs, copyrights, technology computer software, trade secrets, know-how and processes (collectively, “Intellectual Property”) that are necessary for the conduct operation of its their business as currently presently conducted except for those the where failure to own or license which could have such right would not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use No claim is pending or, to the knowledge of such Intellectual Property by Holdings any Responsible Officer, threatened to the effect that the Borrower and its or the Restricted Subsidiaries does not infringe on infringes or conflicts with the asserted rights of any Person other Person under any material Intellectual Property, nor is there, to the knowledge of any Responsible Officer, any basis for such a claim, except for such claims and infringements that that would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No claim is pending or, to the knowledge of any Responsible Officer, threatened to the effect that any such material Intellectual Property owned by the Borrower or the Restricted Subsidiaries, nor is there, to the knowledge of any Responsible Officer, any basis for such a claim, except for such claims that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (MGM Growth Properties Operating Partnership LP), Credit Agreement (Vici Properties Inc.), Credit Agreement (Vici Properties Inc.)

Intellectual Property. Holdings, the (a) Borrower and each of its Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes material Intellectual Property necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") conducted. To the best of the Borrower's knowledge, and except Except as set forth described on Schedule 4.9 4.6, no material claim has been asserted and or is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person claim, except for such with respect to claims and infringements that, in the aggregate, that could not reasonably be expected to have a Material Adverse Effect . To Borrower’s knowledge, the use of Intellectual Property by Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person in any material respect, except with respect to the matters described on Schedule 4.6, or with respect to any matter that could not be reasonably expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Regal Entertainment Group), Credit Agreement (Regal Entertainment Group), Credit Agreement (Regal Entertainment Group)

Intellectual Property. Holdings, the Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business Except as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect ( Effect, Borrower and its Subsidiaries own or have the " right to use, all Intellectual Property") Property used in the conduct of their business. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which claim, except for such claims that in the aggregate could not reasonably be expected to result in a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect . The , the use of such Intellectual Property by Holdings, the any or all of Borrower and its Subsidiaries does not infringe on the rights of any Person , except for such claims and infringements that, in the aggregate, . Except as could not reasonably be expected to have a Material Adverse Effect , all federal and state and all foreign registrations of and applications for Intellectual Property, and all unregistered Intellectual Property, that are owned or licensed by any or all of Borrower and its Subsidiaries on the Closing Date are described on Schedule 5.5B annexed hereto.

Appears in 4 contracts

Samples: Second Lien Credit Agreement (Beasley Broadcast Group Inc), Credit Agreement (Beasley Broadcast Group Inc), Credit Agreement (Beasley Broadcast Group Inc)

Intellectual Property. Holdings, Each of the Borrower and each of its Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not be reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Westport Finance Co), Credit Agreement (Westport Resources Corp /Nv/), Credit Agreement (Belco Oil & Gas Corp)

Intellectual Property. Holdings, the Borrower and each of its Subsidiaries Each Credit Party owns, or is licensed has the legal right to use, all patents, trademarks , service marks, tradenames, copyrights, licenses, technology, know- how how, processes and processes other rights (the “Intellectual Property”), free from burdensome restrictions, that are necessary for the conduct operation of its business their respective businesses as currently presently conducted except for and as proposed to be conducted other than those the failure to own or license absence of which could not reasonably be expected to cause a Material Adverse Effect. Except as could not be reasonably expected to have a Material Adverse Effect Effect, ( the "Intellectual Property"). To the best of the Borrower's knowledge a) no holding, and except as set forth on Schedule 4.9, no claim decision or judgment has been asserted rendered by any Governmental Authority which would limit, cancel or question the validity of any Intellectual Property and (b) no action or proceeding is pending by any Person challenging that seeks to limit, cancel or questioning question the use validity of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property which, nor does the Borrower know of any valid basis for any such claim which if adversely determined, could reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe material adverse effect on the rights value of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect Intellectual Property.

Appears in 4 contracts

Samples: Credit Agreement (Pultegroup Inc/Mi/), Credit Agreement (Pultegroup Inc/Mi/), Credit Agreement (Pultegroup Inc/Mi/)

Intellectual Property. Holdings, Each of the Borrower and each of its Subsidiaries Borrowers owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted (the “Intellectual Property”), except for those as to which the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the such Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower Borrowers and its their Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could do not reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (West Pharmaceutical Services Inc), Credit Agreement (West Pharmaceutical Services Inc), Sharing Agreement (West Pharmaceutical Services Inc)

Intellectual Property. Holdings, the The Parent Borrower and each of its Restricted Subsidiaries owns owns beneficially, or is licensed has the legal right to use, all United States and foreign patents, patent applications, trademarks, tradenames trademark applications, trade names, copyrights, technology, and rights in know-how and processes necessary for the each of them to conduct of its business as currently conducted (the “Intellectual Property”) except for those the failure to own or license which could have such legal right to use would not be reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except Except as set forth provided on Schedule 4.9 5.9, no claim has been asserted and is pending by any Person against the Parent Borrower or any of its Restricted Subsidiaries challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower Representative know of any valid basis for any such claim which could reasonably be expected claim, and, to have a Material Adverse Effect. The the knowledge of the Borrower Representative, the use of such Intellectual Property by Holdings, the Parent Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, which in the aggregate, could would not be reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (SiteOne Landscape Supply, Inc.), Credit Agreement (SiteOne Landscape Supply, Inc.), Credit Agreement (SiteOne Landscape Supply, Inc.)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the " Intellectual Property INTELLECTUAL PROPERTY"). To the best knowledge of the Borrower 's knowledge, and except as set forth on Schedule 4.9 , no claim which could reasonably be expected to have a Material Adverse Effect has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect claim. The To the knowledge of the Borrower, the use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Franklin Resources Inc), Credit Agreement (Franklin Resources Inc), Credit Agreement (Franklin Resources Inc)

Intellectual Property. Holdings Except as described on Schedule 4.09, the Borrower Company and each of its Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes Intellectual Property necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") in all material respects. To the best of the Borrower's knowledge, and except Except as set forth described on Schedule 4.9 4.09, no claim has been asserted in writing to the Company or any of its Restricted Subsidiaries and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower Company know of any valid basis for any such claim which claim, in each case, that could reasonably be expected to have a Material Adverse Effect. The Except as described on Schedule 4.09, the use of such Intellectual Property by Holdings, the Borrower Company and its Restricted Subsidiaries does not infringe on the Intellectual Property rights of any Person, except for such claims and infringements Person in any manner that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Verint Systems Inc), Credit Agreement (Verint Systems Inc), Credit Agreement (Verint Systems Inc)

Intellectual Property. Holdings, Each of the Borrower and each of its Subsidiaries the other Loan Parties owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted (the “Intellectual Property”) except for those as to which the failure to own or license which could would not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best As of the Borrower's knowledge date hereof, and except as set forth on Schedule 4.9 3.9, no claim has been asserted against the Parent or any Subsidiary and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does to the Borrower know of any valid basis for Borrower’s knowledge, is any such claim threatened and, with respect to any time thereafter, no such claim has been asserted which could would reasonably be expected to have a Material Adverse Effect. The To the Borrower’s knowledge, the use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries the other Loan Parties does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could would not reasonably be expected to have such a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Kenexa Corp), Credit Agreement (Kenexa Corp), Credit Agreement (Kenexa Corp)

Intellectual Property. Holdings, the The Borrower and each of its Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim Property which could reasonably be expected to have a Material Adverse Effect. The To the knowledge of the Borrower, the use of such Intellectual Property by Holdings, the Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Westwood One Inc /De/), Credit Agreement (Westwood One Inc /De/), Credit Agreement (Westwood One Inc /De/)

Intellectual Property. Holdings, Each of HLTH and the Borrower and each of its HLTH Subsidiaries owns, or is licensed to use, all trademarks Intellectual Property material to its business, tradenames and the use thereof by HLTH and the HLTH Subsidiaries does not infringe upon the intellectual property rights of any other person, copyrights, technology, know-how and processes necessary for except to the conduct of its business as currently conducted except for those the extent that any such failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge license, and except as set forth on Schedule 4.9, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property infringements individually or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a HLTH Material Adverse Effect. To the Knowledge of HLTH, such Intellectual Property has not been infringed or challenged, except to the extent that any such infringements or challenges individually or in the aggregate, could not reasonably be expected to have a HLTH Material Adverse Effect.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (WebMD Health Corp.), Agreement and Plan of Merger (WebMD Health Corp.), Agreement and Plan of Merger (HLTH Corp)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames trade names, copyrights, technology, patents, know- how how, processes and processes other intellectual property material to or necessary for the conduct of its business as currently conducted and as proposed to be conducted except for those as to which the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the " Intellectual Property INTELLECTUAL PROPERTY"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim, except for any claim which which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The use of such the Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Velocita Corp), Credit Agreement (Velocita Corp), Credit Agreement (Pf Net Communications Inc)

Intellectual Property. Holdings As of the Effective Date, the Borrower Company and each of its Subsidiaries owns, own or is licensed have the right to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for Intellectual Property used in the conduct of its business as currently conducted their business, except for those where the failure to own or license which have such right to use in the aggregate could not reasonably be expected to have result in a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower Company know of any valid basis for any such claim which claim, except for such claims that in the aggregate could not reasonably be expected to have result in a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower Company and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect . All federal, state and foreign registrations of and applications for Intellectual Property, and all unregistered Intellectual Property, that are owned or licensed by Company or any of its Subsidiaries on the Effective Date are described on Schedule 5.5C annexed hereto.

Appears in 3 contracts

Samples: Credit Agreement (Skilled Healthcare Group, Inc.), Credit Agreement (Skilled Healthcare Group, Inc.), Credit Agreement (Skilled Healthcare Group, Inc.)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower International know of any valid basis for any such claim which claim, except for such claims that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Mastercard Inc), Credit Agreement (Mastercard Inc), Credit Agreement (Mastercard Inc)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed has the legal right to use, all United States and foreign patents, patent applications, trademarks, tradenames trademark applications, trade names, copyrights, technology, know-how and processes necessary for the each of them to conduct of its business as currently conducted (the “Intellectual Property”) except for those the failure to own or license which could have such legal right to use would not be reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except Except as set forth on provided in Schedule 4.9 4.7, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected claim, and, to have a Material Adverse Effect. The the knowledge of the Borrower, the use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, which in the aggregate, could would not be reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Investment Agreement (Nci Building Systems Inc), Credit Agreement (Nci Building Systems Inc), Credit Agreement (Nci Building Systems Inc)

Intellectual Property. Holdings Except as could not reasonably be expected to have a Material Adverse Effect, the Borrower (i) Holdings and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for Intellectual Property material to the conduct of its business as currently conducted conducted, free and clear of all Liens other than Permitted Liens, and takes reasonable actions to protect, preserve and maintain such Intellectual Property; and (ii) all such Intellectual Property is, to the knowledge of Holdings or the Borrower, valid and is enforceable and all registrations and applications for such Intellectual Property have not expired or been abandoned, except in the ordinary course. No action or proceeding is pending by any Person or, to the knowledge of Holdings or the Borrower, threatened, or imminent, on the date hereof, and no holding, decision or judgment has been rendered by any Governmental Authority or arbitrator which may limit, cancel or challenge the validity, enforceability, ownership or use of, such Intellectual Property (other than office actions issued in the ordinary course of prosecution of any pending applications for those the failure to own patents or license applications for registration of other Intellectual Property) which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property Effect, nor does Holdings or the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that claims, actions, proceedings, holdings, decisions or judgments which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect . The operation of the Business of Holdings and its Subsidiaries does not infringe, misappropriate, dilute or otherwise violate the rights of any Person to an extent which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of Holdings or the Borrower, no Person is infringing, misappropriating, diluting or otherwise violating any Intellectual Property owned by any of Holdings or its Subsidiaries to an extent which could reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Six Flags Entertainment Corp), Credit Agreement (Six Flags Entertainment Corp), Credit Agreement (Six Flags Entertainment Corp)

Intellectual Property. Holdings, the The Borrower and each of its Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except Except as set forth on Schedule 4.9 5.17, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, which could reasonably be expected to have a Material Adverse Effect, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected claim. Except as set forth on Schedule 5.17, to have a Material Adverse Effect. The the Borrower's knowledge, the use of such Intellectual Property by Holdings, the Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Service Merchandise Co Inc), Credit Agreement (Service Merchandise Co Inc), Credit Agreement (Service Merchandise Co Inc)

Intellectual Property. Holdings, Each of the Borrower Loan Parties and each of its their Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for Intellectual Property material to the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") conducted. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No material claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does do the Borrower Loan Parties know of any valid basis for any such claim which claim, other than claims that could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower Loan Parties and its their Subsidiaries does not infringe on the rights of any Person Person in any material respect, except for such claims and infringements that that could not, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (OneBeacon Insurance Group, Ltd.), Credit Agreement (OneBeacon Insurance Group, Ltd.), Credit Agreement (White Mountains Insurance Group LTD)

Intellectual Property. Holdings To the knowledge of the Borrowers, the US Borrower and each Subsidiary owns or possesses adequate licenses or otherwise has the right to use all of its Subsidiaries owns the patents, or is licensed to use patent applications, all trademarks, tradenames trademark applications, service marks, service mark applications, trade names, copyrights, technology, trade secrets and know-how and processes (whether domestic or foreign) (collectively, "Intellectual Property") that are necessary for the conduct operation of its business as currently conducted presently conducted, except for those where the failure to so own or license which could not reasonably be expected to have a Material Adverse Effect ( possess licenses or rights would not, individually or in the "Intellectual Property"). To the best of the Borrower's knowledge aggregate, and except as set forth on Schedule 4.9, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use To the knowledge of such Intellectual Property by Holdings, the US Borrower and its Subsidiaries does not the Subsidiaries, no claim is pending that US Borrower or any Subsidiary infringe on upon the asserted rights of any Person other Person under any Intellectual Property, except for any such claims and infringements that claim which would not, individually or in the aggregate, could not reasonably be expected have a Material Adverse Effect. To the knowledge of the Borrowers, no claim is pending that any such Intellectual Property owned or licensed by US Borrower or any Subsidiary or which US Borrower or any Subsidiary otherwise have the right to use, is invalid or unenforceable, except for any such claim which would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Schedule 6.15 (as amended and restated as of the Amendment and Restatement Date for matters relating to UK Borrower and its Subsidiaries) and except as would not, individually or in the aggregate, have a Material Adverse Effect, US Borrower or a Subsidiary owns or has the right to use all Intellectual Property listed in Schedule 6.15 and the consummation of the transactions contemplated hereby will not, alter or impair any such rights. Subject to the rights of third parties set forth in Schedule 6.15, all Intellectual Property listed in Schedule 6.15 is free and clear of all Liens except such as would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Mt Investors Inc/), Credit Agreement (Mt Investors Inc), Credit Agreement (Mt Investors Inc)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed to use, use or otherwise has the right to use all trademarks, tradenames, copyrights, technology, know-how and processes Intellectual Property necessary for the conduct of its business as currently conducted conducted, except for those where the failure to own or license which could not reasonably be expected of the Borrower and its Subsidiaries to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property rights has had or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could would reasonably be expected to have a Material Adverse Effect. The To the knowledge of the Borrower, no material claim that would reasonably be expected to have a Material Adverse Effect if adversely decided, has been asserted and is currently active and pending by any person (i) alleging that the business of the Borrower or its Subsidiaries as currently conducted infringes the Intellectual Property rights of a third party or (ii) challenging or questioning the use of such any Intellectual Property by Holdings of the Borrower or its Subsidiaries or the validity or effectiveness of any Intellectual Property of the Borrower or its Subsidiaries. Except for such activities as may be subject to authorization and consent pursuant to 28 U.S.C. Section 1498 or substantially equivalent law or regulation, to the Borrower's knowledge, the operation of the businesses of the Borrower and its Subsidiaries does as currently conducted do not infringe on the any valid and enforceable Intellectual Property rights of any Person, except for third party where a finding of such claims and infringements that, in the aggregate, could not infringement would reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Lender Agreement (Raytheon Co/), Raytheon Co/, Raytheon Co/

Intellectual Property. Holdings, the The Borrower and each of its Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes material Intellectual Property necessary for the conduct of its business as currently conducted except for those the failure to own or license which conducted. Except as could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9 Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which claim. The use of Intellectual Property necessary for the conduct of its business as currently conducted by the Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person in any way that could reasonably be expected to have a Material Adverse Effect . The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect .

Appears in 3 contracts

Samples: Credit Agreement (Bucyrus International Inc), Credit Agreement (Bucyrus International Inc), Credit Agreement (Bucyrus International Inc)

Intellectual Property. Holdings, the Borrower The Company and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does do the Borrower Borrowers know of any valid basis for any such claim which claim, in each case, other than those claims which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower Borrowers and its their Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Gentek Inc), Execution (Gentek Inc), Credit Agreement (General Chemical Group Inc)

Intellectual Property. Holdings, Each of the Borrower Company and each of its Subsidiaries owns, or is licensed to use, all domestic and foreign trademarks, tradenames , patents and patent applications, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted (the “Intellectual Property”) except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending or, to the knowledge of the Company, has been threatened by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim Property which could reasonably be expected to have a Material Adverse Effect , nor does the Company know of any valid basis for any such claim. The use of such Intellectual Property by Holdings, the Borrower Company and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Arrow Electronics Inc), Credit Agreement (Arrow Electronics Inc), Credit Agreement (Arrow Electronics Inc)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect claim. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could do not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Unidigital Inc), Credit Agreement (Deeptech International Inc), Credit Agreement (El Paso Energy Partners Lp)

Intellectual Property. Holdings, Each member of the Borrower and each of its Subsidiaries Allied Group owns, or is licensed has valid rights to use, all trademarks, tradenames, copyrights, technology, know-how and processes Intellectual Property necessary for the conduct of its business as currently conducted conducted, except for those the any failure to so own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property which, individually or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect . To the knowledge of Allied Waste and the Borrower, no claim has been asserted and is pending against any member of the Allied Group challenging or questioning the use of any Intellectual Property by them or the validity or effectiveness of any Intellectual Property used by them, except for any claims, which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of Allied Waste and the Borrower, the use of Intellectual Property by the members of the Allied Group does not infringe on the rights of any Person in any material respect and in any manner which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Allied Waste Industries Inc), Credit Agreement (Allied Waste Industries Inc), Credit Agreement (Allied Waste Industries Inc)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed has the legal right to use, all trademarks, tradenames, copyrights, technology, know-how and processes (the "Intellectual Property") necessary for the each of them to conduct of its business as currently conducted except for those the failure to own or license which could have such legal right to use would not have or be reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except as set Set forth on Schedule 4.9 6.19 is a list of all Intellectual Property owned by the Borrower and its Subsidiaries or that the Borrower or one of its Subsidiaries has the right to use (which list shall identify the Person that owns or has the right to use each such item of Intellectual Property). Except as provided on Schedule 6.19, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower any Credit Party know of any valid basis for any such claim which could reasonably be expected claim, and to have a Material Adverse Effect. The the Credit Parties' knowledge the use of such Intellectual Property by Holdings, the Borrower and or any of its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, that in the aggregate, could would not have or be reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Chattem Inc), Credit Agreement (Chattem Inc), Credit Agreement (Chattem Inc)

Intellectual Property. Holdings, the Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business Except as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect , to the Borrower’s knowledge, the Borrower and each Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business as presently conducted and as proposed to be conducted, without conflict with any rights of others. To the Borrower’s knowledge, as of the Closing Date there is no pending or, to the Borrower’s knowledge, threatened in writing, Intellectual Property Claim with respect to the Borrower, any Subsidiary or any of their Intellectual Property which could reasonably be expected to result in a Material Adverse Effect. Schedule 4.10 sets forth all registered United States Intellectual Property and all applications for registration thereof owned by any Obligor as of the Closing Date.

Appears in 3 contracts

Samples: Term Loan Agreement (Milacron Holdings Corp.), Term Loan Agreement (Milacron Holdings Corp.), Term Loan Agreement (Milacron Holdings Corp.)

Intellectual Property. Holdings To the knowledge of the Loan Parties, the Borrower and each of its Subsidiaries Group Member owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes Intellectual Property necessary for the conduct of its business as currently conducted except for conducted. Other that those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as matters set forth on Schedule 4.9, no claim has been asserted in writing and is pending by any Person challenging or questioning the any Group Member’s use of any such Intellectual Property or the validity or effectiveness of any such Group Member’s Intellectual Property (other than routine inquiries made in the ordinary course of prosecution of applications to register Intellectual Property ), nor does the Borrower know of any valid basis for any such claim, unless such claim which could not reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings each Group Member, and the Borrower and its Subsidiaries conduct of such Group Member’s business, as currently conducted, does not infringe on or otherwise violate the rights of any Person, except for unless such claims and infringements that, in the aggregate, infringement could not reasonably be expected to have a Material Adverse Effect , and there are no claims pending or, to the knowledge of the Borrower, threatened in writing to such effect other than those matters set forth on Schedule 4.9.

Appears in 3 contracts

Samples: Credit Agreement (Alarm.com Holdings, Inc.), Guarantee and Collateral Agreement (Alarm.com Holdings, Inc.), Credit Agreement (Alarm.com Holdings, Inc.)

Intellectual Property. Holdings, Each of the Borrower Company and each of its Subsidiaries owns, or is licensed to use, all domestic and foreign trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted (the “Intellectual Property”) except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending or, to the knowledge of the Company, has been threatened by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim Property which could reasonably be expected to have a Material Adverse Effect , nor does the Company know of any valid basis for any such claim. The use of such Intellectual Property by Holdings, the Borrower Company and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Arrow Electronics Inc), Credit Agreement (Arrow Electronics Inc), Joinder Agreement (Arrow Electronics Inc)

Intellectual Property. Holdings, the Borrower The Company and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the " Intellectual Property " ). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower Company know of any valid basis for any such claim which claim, except for such claims that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower Company and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Mastercard Inc), Credit Agreement (Mastercard Inc), Credit Agreement (Mastercard Inc)

Intellectual Property. Holdings, Each of the Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes material Intellectual Property that is reasonably necessary for the current or proposed conduct of its business as currently conducted except for those to the extent the failure to own or license which same could not reasonably be expected to have a Material Adverse Effect ( Effect, and the "Intellectual Property") use thereof by the Company and its Subsidiaries does not infringe upon the rights of any other Person, except for such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. To the best As of the Borrower's knowledge, and except as set forth on Schedule 4.9 Closing Date, no material claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect claim.

Appears in 3 contracts

Samples: Credit Agreement (National Financial Partners Corp), Credit Agreement (National Financial Partners Corp), Credit Agreement (National Financial Partners Corp)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries the other Loan Parties owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, except for such claims which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect claim. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries the other Loan Parties does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Hayes Lemmerz International Inc), Credit Agreement (Hayes Wheels International Inc), Credit Agreement (Digital Television Services of Kansas LLC)

Intellectual Property. Holdings, the Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Adverse

Appears in 3 contracts

Samples: Credit Agreement (L 3 Communications Holdings Inc), Credit Agreement (Southern California Microwave Inc), Credit Agreement (L 3 Communications Holdings Inc)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed has the legal right to use, all patents, trademarks, tradenames, copyrights, technology, know-how and processes (the “Intellectual Property”) necessary for the it to conduct of its business as currently conducted except for those the failure to own or license which have such legal right to use could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best As of the Borrower's knowledge Closing Date, and except as set forth on in Schedule 4.9 4.01(n) is a list of all Intellectual Property registered with the United States Copyright Office or the United States Patent and Trademark Office and owed by the Borrower or that the Borrower has the right to use. Except as provided in Schedule 4.01(n), no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected claim, and, to have a Material Adverse Effect. The the knowledge of the Borrower, the use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect . ;

Appears in 3 contracts

Samples: Loan Agreement (Badger State Ethanol LLC), Construction and Revolving Loan Agreement (United Wisconsin Grain Producers LLC), Construction and Revolving Loan Agreement (United Wisconsin Grain Producers LLC)

Intellectual Property. Holdings As of the Closing Date, the Borrower Company and each of its Restricted Subsidiaries owns, own or is licensed have the right to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for Intellectual Property used in the conduct of its business as currently conducted their business, except for those where the failure to own or license which have such right to use in the aggregate could not reasonably be expected to have result in a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any Responsible Officer of the Borrower Company know of any valid basis for any such claim which claim, except for such claims that in the aggregate could not reasonably be expected to have result in a Material Adverse Effect. The To the Company’s knowledge, the use of such Intellectual Property by Holdings, the Borrower Company and its Restricted Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect . All United States federal registrations of and applications for Intellectual Property that are owned by the Company or any of its Domestic Subsidiaries on the Closing Date are listed on Schedule 6.05(c).

Appears in 3 contracts

Samples: Credit Agreement (United Online Inc), Possession Credit Agreement (FTD Companies, Inc.), Credit Agreement (FTD Companies, Inc.)

Intellectual Property. Holdings, the Borrower DW Animation and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes (the “Intellectual Property”) necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No material claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower DW Animation know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect claim. The use of such Intellectual Property by Holdings, the Borrower DW Animation and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (DreamWorks Animation SKG, Inc.), Credit Agreement (DreamWorks Animation SKG, Inc.), Credit Agreement (DreamWorks Animation SKG, Inc.)

Intellectual Property. Holdings, the Borrower Holdings and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for Intellectual Property material to the conduct of its business as currently conducted except for those the failure conducted, free and clear of all Liens other than Permitted Liens, and takes reasonable actions to own or license which protect, preserve and maintain such Intellectual Property. Except as could not reasonably be expected to have a Material Adverse Effect (the " Effect, all such Intellectual Property") Property is valid and enforceable and all registrations and applications for such Intellectual Property have not expired or been abandoned. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no claim has been asserted and No action or proceeding is pending by any Person challenging or, to the knowledge of Holdings or questioning the Borrower, threatened, or imminent, on the date hereof, and no holding, decision or judgment has been rendered by any Governmental Authority or arbitrator which may limit, cancel or challenge the validity, enforceability, ownership or use of any of, such Intellectual Property or the validity or effectiveness of any such Intellectual Property which could reasonably be expected to have a Material Adverse Effect, nor does Holdings or the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that claims, actions, proceedings, holdings, decisions or judgments which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect . The operation of the Business of Holdings and its Subsidiaries does not infringe, impair, misappropriate or otherwise violate the rights of any Person to an extent which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of Holdings or the Borrower, no Person is infringing, impairing, misappropriating or otherwise violating any Intellectual Property owned by any of Holdings or its Subsidiaries to an extent which could reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Six Flags Entertainment Corp), Credit Agreement (Six Flags Entertainment Corp), Credit Agreement (Six Flags Entertainment Corp)

Intellectual Property. Holdings, the Borrower Parent and each of its the Subsidiaries owns, or is licensed has the legal right to use, all United States patents, trademarks, tradenames trade names, copyrights, technology, know-how and processes necessary for the conduct of its business substantially as currently conducted (the "Intellectual Property"), except for those the failure to own or license have such legal right to use which could would not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except Except as set forth on Schedule 4.9 3.08, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower Parent or any Subsidiary know of any valid basis for any such claim which could reasonably be expected and, to have a Material Adverse Effect. The the knowledge of Parent and the Subsidiaries, the use of such Intellectual Property by Holdings, Parent and the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could would not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Jafra Worldwide Holdings Lux Sarl), Credit Agreement (Dirsamex Sa De Cv), Credit Agreement (Jafra Cosmetics International Sa De Cv)

Intellectual Property. Holdings, the Borrower Kimco and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames trade names, copyrights, technology, know-how and processes (“Intellectual Property”) necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower Kimco know of any valid basis for any such claim, except, in each case, for any claim which that could not reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower Kimco and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp), Term Loan Agreement (Kimco Realty Corp)

Intellectual Property. Holdings, the Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes Intellectual Property necessary for the conduct of its business as currently conducted conducted, except for those where the failure to own or license which such Intellectual Property could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge No claim, and except as set forth on Schedule 4.9 which could reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does Holdings or the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect claim. The To the best of Holdings' and the Borrower's knowledge, the use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, Person in the aggregate, could not reasonably be expected to have a Material Adverse Effect any material respect.

Appears in 3 contracts

Samples: Credit Agreement (Paperweight Development Corp), Credit Agreement (Paperweight Development Corp), Credit Agreement (Appleton Papers Inc/Wi)

Intellectual Property. Each of Holdings, the Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know- know how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the " Intellectual Property " ). To the best of the Borrower 's ’s knowledge , and except as set forth on Schedule 4.9 , no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which in either case could reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (L 3 Communications Corp), Credit Agreement (L 3 Communications Corp), Credit Agreement (L 3 Communications Holdings Inc)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected expected, whether individually or in the aggregate, to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect claim. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected expected, whether individually or in the aggregate, to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Technical Olympic Usa Inc), Credit Agreement (Engle Homes Inc /Fl), Credit Agreement (Technical Olympic Usa Inc)

Intellectual Property. Holdings Except as described on Schedule 4.09, the Borrower Company and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes Intellectual Property necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") in all material respects. To the best of the Borrower's knowledge, and except Except as set forth described on Schedule 4.9 4.09, no claim has been asserted in writing to the Company or any of its Subsidiaries and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower Company know of any valid basis for any such claim which claim, in each case, that could reasonably be expected to have a Material Adverse Effect. The Except as described on Schedule 4.09, the use of such Intellectual Property by Holdings, the Borrower Company and its Subsidiaries does not infringe on the Intellectual Property rights of any Person, except for such claims and infringements Person in any manner that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Verint Systems Inc), Credit Agreement (Verint Systems Inc), Refinancing Amendment and Joinder Agreement (Verint Systems Inc)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted conducted, except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect ( collectively, the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No material claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect claim. The To the Borrower's knowledge, the use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for Person where such claims and infringements that, in the aggregate, infringement could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Key Energy Group Inc), Credit Agreement (Key Energy Group Inc), Credit Agreement (Key Energy Group Inc)

Intellectual Property. Holdings, Each of the Borrower Company and each of its Subsidiaries owns, or is licensed to use, all domestic and foreign trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted (the "Intellectual Property") except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending or, to the knowledge of the Company, has been threatened by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim Property which could reasonably be expected to have a Material Adverse Effect , nor does the Company know of any valid basis for any such claim. The use of such Intellectual Property by Holdings, the Borrower Company and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Arrow Electronics Inc), Arrow Electronics Inc, Arrow Electronics Inc

Intellectual Property. Holdings As of the Closing Date, the Borrower Company and each of its Subsidiaries owns own, or is licensed have the right to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for Intellectual Property used in the conduct of its business as currently conducted business, except for those where the failure to own or license which have such right to use in the aggregate could not reasonably be expected to have result in a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted other than as set forth in Schedule 5.5C and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower Company know of any valid basis for any such claim which except for such claims that in the aggregate could not reasonably be expected to have result in a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower Company and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect . All material federal and state and all foreign registrations of and applications for Intellectual Property, and all unregistered Intellectual Property, that are owned or licensed by Company or any of its Subsidiaries on the Closing Date are described on Schedule 5.5C annexed hereto.

Appears in 2 contracts

Samples: Credit Agreement (Oxford Health Plans Inc), Credit Agreement (Oxford Health Plans Inc)

Intellectual Property. Holdings, the The Borrower and each of its --------------------- Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes Intellectual Property necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") conducted. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property Property which would reasonably be expected to have a Material Adverse Effect, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect claim. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person Person in any material respect, except for to the extent that such claims and infringements that would not, in the aggregate, could not be reasonably be expected likely to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Registration Rights Agreement (Wyndham International Inc), Credit Agreement (Wyndham International Inc)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use by the Borrower of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property , nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect . The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Rockefeller Center Properties Inc), Credit Agreement (Rcpi Trust /De/)

Intellectual Property. Holdings, the Each Borrower and each of its Subsidiaries the other Loan Parties owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, except for such claims which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, nor does the any Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect claim. The use of such Intellectual Property by Holdings, the each Borrower and its Subsidiaries the other Loan Parties does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Cole National Group Inc), Credit Agreement (Cole National Corp /De/)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes Intellectual Property necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") conducted. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property Property which could reasonably be expected to have a Material Adverse Effect, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect claim. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person Person in any material respect, except for to the extent that such claims and infringements that would not, in the aggregate, could not be reasonably be expected likely to have a Material Adverse Effect.

Appears in 2 contracts

Samples: First Lien Credit Agreement (Wyndham International Inc), Credit Agreement (Wyndham International Inc)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the " Intellectual Property " ). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which claim, except for such claims that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Mastercard Inc), Credit Agreement (Mastercard Inc)

Intellectual Property. Holdings, the Borrower TWTC and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes Intellectual Property necessary for the conduct of its business as currently conducted except for those (a) certain licenses relating to certain trademarks, tradenames and similar Intellectual Property owned by Time Warner, Inc. may be withdrawn at the failure to own or license election of Time Warner, Inc. under certain circumstances and (b) certain minor imperfections and other adverse interests which could not reasonably be expected to have a Material Adverse Effect (the " may exist with respect to certain Intellectual Property ") . To the best knowledge of TWTC or the Borrower 's knowledge, and except as set forth on Schedule 4.9 , no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which Property that could reasonably be expected to have a Material Adverse Effect , nor does TWTC or any of its Subsidiaries know of any valid basis for any such claim. The use of such Intellectual Property by Holdings, the Borrower TWTC and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, Person to the extent or in the aggregate, a manner that could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Amendment and Restatement Agreement (Tw Telecom Inc.), Credit Agreement (Tw Telecom Inc.)

Intellectual Property. Holdings, the Borrower Each Credit Party and each of its Subsidiaries owns, or is licensed possesses the right to use, all of the material trademarks, tradenames service marks, trade names, copyrights, technology patents, know-how patent rights, licenses and processes other intellectual property rights that are reasonably necessary for the conduct operation of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") their respective businesses. To the best knowledge of the Borrower's knowledge each Credit Party, and except as set forth on Schedule 4.9, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries material intellectual property does not infringe on the upon any intellectual property rights of held by any other Person, except for such claims and infringements that, in the aggregate, as could not reasonably be expected to have a Material Adverse Effect . . Except as specifically set forth on Schedule 7.04 and as could not reasonably be expected to have a Material Adverse Effect, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of such Credit Party threatened in writing. SECTION 7.14

Appears in 2 contracts

Samples: Credit Agreement (Evolent Health, Inc.), Credit Agreement (Evolent Health, Inc.)

Intellectual Property. Holdings, the The Parent Borrower and each of its Restricted Subsidiaries owns, or is licensed has the legal right to use, all United States and foreign patents, patent applications, trademarks, tradenames trademark applications, trade names, copyrights, technology, know-how and processes necessary for the each of them to conduct of its business as currently conducted (the “Intellectual Property”) except for those the failure to own or license which could have such legal right to use would not be reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except Except as set forth provided on Schedule 4.9 5.9, no claim has been asserted and is pending by any Person against the Parent Borrower or any of its Restricted Subsidiaries challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Parent Borrower know of any valid basis for any such claim which could reasonably be expected claim, and, to have a Material Adverse Effect. The the knowledge of the Parent Borrower, the use of such Intellectual Property by Holdings, the Parent Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, which in the aggregate, could would not be reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Envision Healthcare Corp), Credit Agreement (Emergency Medical Services CORP)

Intellectual Property. Holdings, the Borrower HCNA and each of its Subsidiaries owns own, or is are licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business their businesses as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower HCNA or any of its Subsidiaries know of any valid basis for any such claim which claim, except such claims that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower HCNA and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit and Guarantee Agreement (Harris Chemical North America Inc), And Guarantee Agreement (Harris Chemical North America Inc)

Intellectual Property. Holdings, the Each of Borrower and each of its Subsidiaries owns, owns or is validly licensed to use, use all trademarks, tradenames, copyrights, technology, know-how and processes Intellectual Property that is necessary for the present conduct of its business as currently conducted except for those business, free and clear of Liens (other than Permitted Liens), without conflict with the rights of any other Person unless the failure to own or benefit from such valid license which could not reasonably be expected to have a Material Adverse Effect ( not, individually or in the "Intellectual Property"). To the best of the Borrower's knowledge aggregate, and except as set forth on Schedule 4.9, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use To the best knowledge of such Intellectual Property by Holdings, the Borrower and its Subsidiaries, except as set forth on Schedule 4.13(c), neither Borrower nor any of its Subsidiaries does not infringe on is infringing, misappropriating, diluting, or otherwise violating the Intellectual Property rights of any Person other Person unless such infringement, except for such claims and infringements that misappropriation, dilution or violation could not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect . There is no pending or, to the best knowledge of Borrower and its Subsidiaries, threatened claim or litigation against Borrower or any of its Subsidiaries alleging any such infringement, misappropriation, dilution or other violation, except as set forth on Schedule 4.13(c). To the best knowledge of Borrower and its Subsidiaries, except as set forth on Schedule 4.13(c), during the past two (2) years (or earlier if presently not resolved), no Person has infringed, misappropriated, diluted or otherwise violated any Intellectual Property Assets unless such infringement, misappropriation, dilution or violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of Borrower and each of its Subsidiaries has taken and are taking commercially reasonable steps, consistent with industry standards, to maintain and protect all Intellectual Property Assets that are material to the conduct of its business.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Hologic Inc), Credit and Guaranty Agreement (Hologic Inc)

Intellectual Property. Holdings, Each of the Borrower Credit Parties and each of its their Subsidiaries owns, or is validly licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). To the best knowledge of the Borrower's knowledge any Specified Borrower and Holdings, and except as set forth on Schedule 4.9 5.9, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does do the Borrower Credit Parties know of any valid basis for any such claim which could reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower Credit Parties and its their Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Viasystems Inc), Credit Agreement (Viasystems Inc)

Intellectual Property. Holdings, the The Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes Intellectual Property necessary for the conduct of its business as currently conducted except for those where the failure to own or license which such Intellectual Property could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except Except as set forth on Schedule 4.9, no claim has been asserted and or is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any except where such claim which could not reasonably be expected to have a Material Adverse Effect. The To the knowledge of the Borrower, the use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, Person in the aggregate, any respect that could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Spanish Broadcasting System Inc), Loan Agreement (Spanish Broadcasting System Inc)

Intellectual Property. Holdings Except as set forth on Schedule 4.9, the Borrower and each of its Subsidiaries owns, or is licensed to use, or otherwise has the right to use all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the " Intellectual Property INTELLECTUAL PROPERTY"). To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim claim, which could reasonably be expected to have a Material Adverse Effect. The To the knowledge of the Borrower and its Subsidiaries the use of such Intellectual Property by Holdings, the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, do not have and could not reasonably be expected to have a Material Adverse Effect . To the knowledge of the Borrower, all registrations and filings which, in the reasonable judgment of the Borrower, are necessary to preserve the rights of the Borrower and each of the Subsidiaries in their material Intellectual Property have been made and are in good standing.

Appears in 2 contracts

Samples: Credit Agreement (Core Mark International Inc), Credit Agreement (Core Mark International Inc)

Intellectual Property. Holdings, the Borrower The Company and each of its Subsidiaries owns own, or is are licensed to use, all patents, patent applications, trademarks, tradenames trade names, service marks, copyrights, technology , trade secrets, proprietary information, domain names, know-how and processes necessary for the conduct of its their business as currently conducted (the “Intellectual Property”), except for those the failure to own or license which which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect (the "Intellectual Property") Effect. To the best of the Borrower's knowledge, and except as set forth on Schedule 4.9, no No claim has been asserted and is pending by any Person person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower Company know of any valid basis for any such claim which claim, except for such claims that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. The use of such Intellectual Property by Holdings, the Borrower Company and its Subsidiaries does not infringe on the rights of any Person person, except for such claims and infringements that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Note Purchase Agreement (Impac Mortgage Holdings Inc), Note Purchase Agreement (Impac Mortgage Holdings Inc)