Common use of PERMITS AND INTANGIBLES Clause in Contracts

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 TCI LandCARE 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 owned by any employees of the Company 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 its business, and the Company has delivered to TCI QSI an accurate list and summary description (which is set forth on Schedule 5.124.12) of all such Licenseslicenses, franchises, permits and of any other governmental authorizations, including permits, titles, licenses, franchises, certificates, 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 all environmental permits and other environmental approvals is set forth on Schedule 5.134.13). 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 Knowledge of the StockholdersCompany, the Licenses licenses, franchises, permits and other rights governmental authorizations listed on Schedules 5.12 4.12 and 5.13 4.13 are valid, and the Company has not received any notice that any Person governmental authority intends to cancel, terminate or not renew any such License license, franchise, permit or other rightgovernmental authorization. The Company has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Licenses licenses, franchises, permits and other rights governmental authorizations listed on Schedules 5.12 4.12 and 5.13 4.13 and is not in violation of any of the foregoing except where such non-compliance noncompliance or violation would not have a Material Adverse Effect on the Company. Except as specifically provided in on Schedule 5.124.12, 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 licenses, franchises, permits or other rightsgovernment 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 -12- 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 its business, and the Company has delivered to TCI . Schedule 5.12 contains an accurate list and Healthworld Agreement and Plan of Organization/US -------------------------------------------------------------------------------- summary description (which is set forth on Schedule 5.12) of all such Licenseslicenses, permits and of any other governmental authorizations, including permits, titles (including motor vehicle titles and current registrations), licenses, certificates, trademarks, trade namestradenames, 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 property other environmental approvals is set forth on Schedule 5.13than software generally available in retail markets). 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 U.S. Stockholders, (a) the Licenses licenses, permits and other rights governmental authorizations listed on Schedules Schedule 5.12 and 5.13 are valid, and (b) the Company has not received any notice that any Person governmental authority intends to cancel, terminate or not renew any such License license, permit or other rightgovernmental 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 licenses, permits and other rights governmental authorizations listed on Schedules Schedule 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 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 licenses, permits or other rightsgovernment authorizations.

PERMITS AND INTANGIBLES. 5.13.1 The Company has delivered to CLC an accurate list set forth on Schedule 5.13.1, of all material licenses, franchises, permits (including from the Minister of Education) and other governmental authorizations including permits, registrations (including motor vehicle registrations and current registrations), licenses, franchises, certificates and other related licenses owned or held by the Company, copies of which have been provided to CLC, if requested. The licenses, franchises, permits and other governmental authorizations listed on Schedule 5.13.1 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 holds all licenses, franchises, permits and other governmental authorizations ("Licenses") government authorizations, the absence of any of which could would 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 rightEffect. The Company has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Licenses applicable permits, licenses, orders, approvals, variances, rules and other rights listed on Schedules 5.12 and 5.13 regulations and is not in violation of any of the foregoing foregoing, except where such non-compliance or violation would not have a Material Adverse Effect on the CompanyEffect. Except as specifically provided in Schedule 5.125.13.1, 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 licenses, franchises, permits or government authorizations. 5.13.2 The Company's 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 in Schedule 5.13.2. Except as disclosed in Schedule 5.13.2, (i) the Company owns and possesses 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 Company owns and possesses all right, title and interest in its technology, inventions, computer software and programs, data and documentation (including electronic media), product drawings, trade secrets, know-how, customer lists, processes, other intellectual property and proprietary information or rights; and permits, licenses or other agreements to or from third parties regarding the foregoing including, without limitation, such number of such permits, licenses or other agreements as are required pursuant to the terms of same to operate the business of the Company in a manner consistent with past practices (collectively with the Intellectual Property, the "Proprietary Rights"). The transactions contemplated by this Agreement will have no Material Adverse Effect on the Company's right, title and interest in the Proprietary Rights. 5.13.3 Except as disclosed on Schedule 5.13.3, no claim by any third party contesting the validity, enforceability, use or ownership of any Proprietary Right has been made, is currently pending or is threatened. The Company has not received any notice of, nor is it aware of any fact which indicates a likelihood of, any infringement or misappropriation by, or conflict with, any third party with respect to any of the Proprietary Rights. The Company has not, to its knowledge, infringed, misappropriated or otherwise conflicted with any rights of any third parties, nor is the Company aware of any infringement, misappropriation or conflict which will occur as a result of the continued operation of the businesses of the Company as now conducted.

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 its business, and the Company has delivered to TCI . Schedule 5.12 contains an accurate list and summary description (which is set forth on Schedule 5.12) of all such Licenseslicenses, permits and of any other governmental authorizations, including permits, titles (including motor vehicle titles and current registrations), licenses, certificates, trademarks, trade namestradenames, 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 -15- Healthworld Agreement and Plan of Organization/Garnham -------------------------------------------------------------------------------- software or other technology systems, programs and intellectual property) (it being understood and agreed that a list of environmental permits and property other environmental approvals is set forth on Schedule 5.13than software generally available in retail markets). 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 StockholdersU.K. Stockholder, (a) the Licenses licenses, permits and other rights governmental authorizations listed on Schedules Schedule 5.12 and 5.13 are valid, and (b) the Company has not received any notice that any Person governmental authority intends to cancel, terminate or not renew any such License license, permit or other rightgovernmental 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 licenses, permits and other rights governmental authorizations listed on Schedules Schedule 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 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 licenses, permits or other rightsgovernment authorizations.

PERMITS AND INTANGIBLES. The Company holds or its employees hold all licenses, franchises, permits and other governmental authorizations ("Licenses") necessary to conduct the business of the Company, the absence of any of which could have would cause a Material Adverse Effect on the Company's business, and the Company has delivered to TCI an accurate INCOM a list that is accurate, in all material respects, and summary description (which is set forth on Schedule SCHEDULE 5.12) of all such Licenses, and of including 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 The Licenses and other rights listed on Schedules SCHEDULE 5.12 and 5.13 are valid, and the Company has not received any notice that any Person 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 Schedules SCHEDULE 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 Companyin any material respect. Except as specifically provided in Schedule 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.