Valid and Enforceable Sample Clauses

Valid and Enforceable. All Company IP is valid, subsisting, and enforceable. Without limiting the generality of the foregoing:

Valid and Enforceable. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange.

Valid and Enforceable. All Registered IP was validly issued under the laws of the country that issued it, and is subsisting and enforceable. Without limiting the generality of the foregoing: (i) to the Knowledge of the Company: no trademark or trade name owned, used or applied for by the Company or any of its Subsidiaries infringes any trademark or trade name owned, used or applied for by any other Person, the Company and each of its Subsidiaries has taken reasonable steps to police the use of its trademarks; (ii) to the Knowledge of the Company: Part ‎2.10(g)(ii) of the Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or made on or before the date that is 30 days after the date of this Agreement in order to maintain such item of Registered IP in full force and effect; (iii) no interference, opposition, cancellation, reissue, reexamination or other challenge or Legal Proceeding is pending or threatened in writing, in which the scope, validity or enforceability of any Registered IP is being contested or challenged, it being clearly acknowledged that such representation and warranty does not apply to any proceedings before any patent office with respect to the prosecution and issuance of any patent; and (iv) the Company previously engaged patent counsel to investigate the Company's freedom to operate using the Registered IP in the United States, and a copy of the corresponding opinion has been made available to Parent or its Representatives, and to the Knowledge of the Company: (A) no claim within the Registered IP is dominated by a claim of any patent or patent application of a third party in any country; and (B) the Company’s technology does not infringe any patent rights of any third party.

Valid and Enforceable. To the Knowledge of the Company, all Acquired Company IP that is Registered IP is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) no Trademark or Domain Name owned, purported to be owned, or for which registration has been applied for by any Acquired Company conflicts or interferes with any Trademark or Domain Name owned or for which registration has been applied for by any other Person, and each Acquired Company has taken reasonable steps to police the use of its Trademarks and Domain Names; (ii) all filings, payments and other actions required to be made or taken to maintain such item of Acquired Company IP that is Registered IP in full force and effect have been made and taken by the applicable deadline; (iii) Part 3.11(h)(iii) of the Disclosure Schedule accurately identifies and describes each action, filing and payment that must be taken or made on or before the date that is 120 days after the Closing Date in order to maintain in full force and effect each item of Acquired Company IP owned or purported to be owned by any Acquired Company that is Registered IP; (iv) no interference, opposition, cancellation, reissue, reexamination, review or other Legal Proceeding is or has been pending or, to the Knowledge of the Company, threatened, in which the ownership, scope, validity or enforceability of any Acquired Company IP that is Registered IP is being or has been challenged; and (v) no act has been done or omitted to be done by any Acquired Company, which act or omission has or had the effect of impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned any Acquired Company IP or give any Person any rights with respect thereto.

Valid and Enforceable. 13 10.4 Endorsement...................................................................................13

Valid and Enforceable. All applications for Acquired Entity Registered IP are validly applied for and all other Acquired Entity Registered IP is subsisting and enforceable, and to the Acquired Entity's knowledge with respect to all Acquired Entity Registered IP that are registered patents and trademarks, valid. Without limiting the generality of the foregoing: (i) Part 2.10(h)(i) of the Disclosure Schedule completely and accurately identifies and describes each action, filing, and payment that must be taken or made on or before the date that is 120 days after the date of this Agreement in order to maintain an item of Acquired Entity Registered IP in full force and effect; (ii) no interference, opposition, cancellation, reissue, reexamination or other Legal Proceeding is or has been pending or threatened, in which the scope, validity or enforceability of any Acquired Entity Registered IP is being, has been, or would reasonably be expected to be contested or challenged, and to the Company’s Knowledge, there is no basis for a claim that any Acquired Entity IP is invalid or unenforceable; (iii) with respect to each item of Acquired Entity Registered IP that is Registered IP, except where such Registered IP was intentionally abandoned or allowed to lapse by an Acquired Entity as part of its reasonable business judgment: (A) all necessary registration, maintenance and renewal fees have been paid and all necessary documents and certificates have been filed with the relevant Governmental Body for the purpose of maintaining such Acquired Entity Registered IP; (B) each Acquired Entity is currently in compliance with all formal Legal Requirements (including payment of filing, examination and maintenance fees and proofs of use); and (C) such Registered IP is not subject to any unpaid maintenance fees or taxes; (iv) No Acquired Entity is subject to any order, writ, injunction, judgment or decree of any Governmental Body that restricts or impairs the use, transfer or licensing of any Acquired Entity IP.

Valid and Enforceable. All filings, payments and other actions required to be made or taken to maintain each item of Company IP that is Registered IP in full force and effect have been made by the applicable deadline. To the Knowledge of the Company, there is no basis for a claim that any Company IP is invalid or, except for pending applications, unenforceable. The Company and Subsidiaries have made available a list and description of actions that must be taken by Company or any Subsidiary within 120 days of the Closing Date, including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates for the purposes of perfecting, maintaining or renewing any Registered IP.

Valid and Enforceable. All Seller’s Intellectual Property is valid, subsisting, and enforceable (although Seller makes no representations with regard to Intellectual Property licensed from Third Parties). Without limiting the generality of the foregoing: (i) No trademark or trade name owned, used, or applied for by Seller conflicts or interferes with any trademark or trade name owned, used, or applied for by any other Person. Seller has no Knowledge with respect to and is not aware of any other basis for a claim that any of the Seller Intellectual Property is invalid or unenforceable. (ii) All Seller’s Intellectual Property (other than in-licensed Intellectual Property) that is Registered IP is in compliance with all formal legal requirements and all filings, payments, and other actions required to be made or taken to maintain such Registered IP in full force and effect have been made by the applicable deadline. Schedule 4.15(f)(ii) contains a complete and accurate list of all actions, filings, and payments that must be taken or made through December 31, 2015, in order to maintain such Registered IP in full force and effect. (iii) No legal proceeding (including any interference, opposition, reissue, or reexamination proceeding) is pending or, to Seller’s Knowledge, threatened, in which the scope, validity, or enforceability of any Seller Intellectual Property is being, has been, or could reasonably be expected to be contested or challenged, and there has been no such legal proceeding.

Valid and Enforceable. All Company IP is valid, subsisting, and enforceable; the foregoing representation is made to the Acquired Corporations’ knowledge as to patents. Without limiting the generality of the foregoing:

Valid and Enforceable. All Seller IP is valid, subsisting, and enforceable. Without limiting the generality of the foregoing: