Title; Validity; Pending Applications; Infringements, Etc Clause Samples

Title; Validity; Pending Applications; Infringements, Etc. (i) Except for Intellectual Property licensed to the Shareholder and/or the Corporation, the Corporation has full legal and beneficial ownership (free and clear of any and all encumbrances) of all of the Intellectual Property, and neither the Corporation nor the Shareholder has received any notice or claim (whether written, oral or otherwise) challenging the Corporation's ownership or rights in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto. Neither the Shareholder nor the Corporation are in default under any license agreements pertaining to the Intellectual Property used in the Corporation's business and licensed to the Shareholder and/or the Corporation; all such license agreements are valid and in full force and effect, and shall continue in full force and effect as to the Corporation after Closing. (ii) All of the Intellectual Property is legally valid and enforceable without any qualification, limitation or restriction on its use, and neither the Corporation nor the Shareholder has received any notice or claim (whether written, oral or otherwise) challenging the validity or enforceability of any such Intellectual Property; (iii) Neither the use of any of the Intellectual Property nor any other Intellectual Property used by the Corporation will conflict with, infringe upon, violate or interfere with, or constitute an appropriation of, any right, title or interest held by any other person or entity, and there have been no claims made with respect thereto; (iv) No other person or entity is infringing in any respect on any part of the Intellectual Property. The Corporation has not conducted its business, and has not used or enforced (or failed to use or enforce) any Intellectual Property, in a manner that would result in the abandonment, cancellation or unenforceability of any item of Intellectual Property, and the Corporation has not taken or failed to take any action that would result in the forfeiture or relinquishment of any Intellectual Property used in the conduct of its business as now conducted; (v) Except as set forth in Exhibit H, the Corporation has no liability or obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation in the conduct of its business as heretofore conducted; and (vi) The Corporation has timely met all of its obligations to any third parties incident to the Intellectual Property used or ab...