PERMITS AND INTANGIBLES Sample Clauses
The "Permits and Intangibles" clause establishes the responsibility for obtaining, maintaining, and transferring any necessary permits, licenses, or intangible rights required for the performance of the contract. This may include building permits, environmental approvals, intellectual property rights, or other regulatory authorizations relevant to the project or transaction. By clearly assigning these obligations, the clause ensures that all legal and regulatory requirements are met, thereby preventing delays or legal complications that could arise from missing or invalid permits or rights.
PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would have a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided that copyrights need not be listed unless registered. To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations.
PERMITS AND INTANGIBLES. The Company holds all licenses, franchises, permits and other governmental authorizations ("Licenses") the absence of any of which could have a Material Adverse Effect on the Company's business, and the Company has delivered to TCI an accurate list and summary description (which is set forth on Schedule 5.12) of all such Licenses, and of any trademarks, trade names, patents, patent applications and copyrights owned or held by the Company or by any of its employees if used or held for use by the Company in the conduct of its business (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a list of environmental permits and other environmental approvals is set forth on Schedule 5.13). At or prior to the Closing, the Company will use commercially reasonable efforts to ensure that all such trademarks, trade names, patents, patent applications, copyrights and other intellectual property will be assigned or licensed to the Company for no additional consideration. To the knowledge of the Stockholders, the Licenses and other rights listed on Schedules 5.12 and 5.13 are valid, and the Company has not received any notice that any Person intends to cancel, terminate or not renew any such License or other right. The Company has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Licenses and other rights listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect on the Company. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company by, any such Licenses or other rights.
PERMITS AND INTANGIBLES. The Company holds all licenses, franchises, permits and other governmental authorizations ("Licenses") the absence of any of which could have a Material Adverse Effect on the Company's business, and the Company has delivered to Home an accurate list and summary description (which is set forth on Schedule 5.12) of all such Licenses, including any trademarks, trade names, patents, patent applications and copyrights owned or held by the Company or any of its employees (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a list of environmental permits and other environmental approvals is set forth on Schedule 5.13). At or prior to the Closing, all such trademarks, trade names, patents, patent applications, copyrights and other intellectual property will be assigned or licensed to the Company for no additional consideration. To the best knowledge of the Company, the Licenses and other rights listed on Schedules 5.12 and 5.13 are valid, and the Company has not received any notice that any person intends to cancel, terminate or not renew any such License or other right. The Company has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Licenses and other rights listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect on the Company. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company by, any such Licenses or other rights.
PERMITS AND INTANGIBLES. The Company or its employees hold all licenses, franchises, permits and other governmental authorizations ("Licenses") necessary to conduct the business of the Company, the absence of which would cause a Material Adverse Effect on the Company, and the Company has delivered to IES a list that is accurate, in all material respects, and summary description (which is set forth on Schedule 5.12) of all such Licenses, including any trademarks, trade names, patents, patent applications and copyrights owned or held by the Company or any of its employees (including interests in software or other technology systems, programs and intellectual property). At or prior to the Closing, all such trademarks, trade names, patents, patent applications, copyrights and other intellectual property will be assigned or licensed to the Company for no additional consideration. The Licenses and other rights listed on Schedule 5.12 are valid, and the Company has not received any notice that any person intends to cancel, terminate or not renew any such License or other right. The Company has conducted and is conducting its business in compliance in all material respects with the requirements, standards, criteria and conditions set forth in the Licenses and other rights listed on Schedule 5.12 and is not in violation of any of the foregoing in any material respect. Except as specifically provided in Schedule 5.12, the consummation by the Company of the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company by, any such Licenses or other rights.
PERMITS AND INTANGIBLES. The Company holds all licenses, franchises, permits and other governmental authorizations required or necessary in connection with the conduct of the Company's business. SCHEDULE 2.8 sets forth an accurate list and summary description of all such licenses, franchises, permits and other governmental authorizations, including permits, titles (including licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the Company or any of its employees (including interests in software or other technology systems, programs and intellectual property) (collectively, the "Intangible Assets") (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on SCHEDULE 2.9). The Intangible Assets and other governmental authorizations listed on SCHEDULES 2.8 and 2.9 are valid, and the Company has not received any notice that any person intends to cancel, terminate or not renew any such Intangible Assets or other governmental authorization. The Company has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Intangible Assets and other governmental authorizations listed on SCHEDULES 2.8 and 2.9 and is not in violation of any of the foregoing. Except as specifically set forth on SCHEDULE 2.8 or 2.9, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company by, any such Intangible Assets or other governmental authorizations.
PERMITS AND INTANGIBLES. The COMPANY holds all licenses, franchises, permits and other governmental authorizations that are necessary for the operation of the business of the COMPANY as now conducted, and the COMPANY has delivered to VPI an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, including permits, titles, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the COMPANY (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on Schedule 5.13). The licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12 and 5.13 are valid, and the COMPANY has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing, except for inadvertent, immaterial noncompliance with such requirements, standards, criteria and conditions (provided that any such noncompliance shall be deemed a breach of this Section 5.12 for purposes of Section 11 hereof). Except as specifically provided on Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the COMPANY by, any such licenses, franchises, permits or government authorizations.
PERMITS AND INTANGIBLES. The Company holds all material licenses, franchises, permits and other governmental authorizations ("Licenses") necessary to conduct the business of the Company and the Company has delivered to Pentacon an accurate list and summary description (which is set forth on Schedule 5.12) of all such material Licenses, including any material trademarks, trade names, patents, patent applications and copyrights owned or held by the Company or any of its employees (including interests in software or other technology systems, programs and intellectual property). At or prior to the Closing, all rights to such trademarks, trade names, patents, patent applications, copyrights and other intellectual property held by the Stockholders or their Affiliates will be assigned or licensed to the Company for no additional consideration. The Licenses and other rights listed on Schedule 5.12 are valid, and the Company has not received any notice that any person intends to cancel, terminate or not renew any such License or other right. The Company has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Licenses and other rights listed on Schedule 5.12 and is not in violation of any of the foregoing. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company by, any such Licenses or other rights.
PERMITS AND INTANGIBLES. The Company holds all licenses, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on its business. Schedule 5.12 contains an accurate list and summary description of all such licenses, permits and other governmental authorizations, including permits, titles (including motor vehicle titles and current registrations), licenses, certificates, trademarks, tradenames, patents, patent applications and copyrights owned or held by the Company (including interests in software or other technology systems, programs and intellectual property other than software generally available in retail markets). To the knowledge of the U.K. Stockholder, (a) the licenses, permits and other governmental authorizations listed on Schedule 5.12 are valid, and (b) the Company has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, permit or other governmental authorization. The Company has conducted and is conducting its business in compliance in all material respects with the requirements, standards, criteria and conditions set forth in the licenses, permits and other governmental authorizations listed on Schedule 5.12 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect on the Company. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or materially adversely affect the rights and benefits afforded to the Company by, any such licenses, permits or government authorizations.
PERMITS AND INTANGIBLES. The Company holds all material licenses, franchises, permits and other governmental authorizations required or necessary in connection with the conduct of the Company's business. SCHEDULE 2.8 sets forth an accurate list and summary description of all such material licenses, franchises, permits and other governmental authorizations, including permits, titles (including licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the Company or any of its employees (including interests in software or other technology systems, programs and intellectual property) (collectively, the "Intangible Assets") (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on SCHEDULE 2.9). The Intangible Assets and other governmental authorizations listed on SCHEDULES 2.8 and 2.9 are valid, and the Company has not received any notice that any person intends to cancel, terminate or not renew any such Intangible Assets or other governmental authorization. The Company has conducted and is conducting its business in material compliance with the requirements, standards, criteria and conditions set forth in the Intangible Assets and other governmental authorizations listed on SCHEDULES 2.8 and 2.9 and is not in violation of any of the foregoing. Except as specifically set forth on SCHEDULE 2.8, 2.9 or 2.18, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company by, any such Intangible Assets or other governmental authorizations. Any interest of the Company with respect to the trade name and mark "Golden Bear Arborists, Inc." may be limited to the extent prov▇▇▇▇ by California law.
PERMITS AND INTANGIBLES. (a) Set forth on Schedule 3.16(a) is an accurate list of all licenses, permits and other governmental authorizations held by the Seller or any of its subsidiaries material to the conduct of its business, including permits, titles, fuel permits, licenses, operating authorities (including ICC operating authorities), state operating licenses or registrations and other interstate or intrastate regulatory licenses and other governmental authorizations and certificates owned or held by the Seller or any of its subsidiaries, copies of which have been provided to the Purchaser if requested. The licenses, permits and other governmental authorizations listed on Schedule 3.16
(a) are valid, and neither the Seller nor any of its subsidiaries has received any notice that any Governmental Authority intends to cancel, terminate or not renew any such license, permit or other governmental authorization. The Seller and its subsidiaries hold all licenses, permits and other governmental authorizations the absence of any of which would have a material adverse effect on the Business. The Seller and its subsidiaries have conducted and are conducting the Business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and are not violation of any of the foregoing that would have a material adverse effect on the Business. Neither the US Department of Transportation (the "DOT") nor any state regulatory agency has issued the Seller or any subsidiary a safety rating of "unsatisfactory."
(b) The Seller's and its subsidiaries' material patents, patent registrations, patent applications, trademarks, service marks, trademark and service ▇▇▇▇ registrations and applications therefor, copyrights, copyright registrations, copyright applications, trade names and corporate names (the "Intellectual Property") are listed on Schedule 3.16. Except as disclosed on Schedule 3.16, (i) the Seller and its subsidiaries own and possess all right, title and interest in the Intellectual Property and permits, licenses or other agreements to or from third parties regarding the Intellectual Property and (ii) the Seller and its subsidiaries own and possess all right, title and interest in the Seller's technology, inventions, computer software and programs, data and documentation (including electronic media), product drawings, trade secrets, know-how, customer lists, processes, other intell...