Common use of Copyrights, Trademarks and Patents Clause in Contracts

Copyrights, Trademarks and Patents. (a) Except as set forth on SCHEDULE 3.7, Enterprise owns and possesses all right, title and interest in and to the Transferred Assets free and clear of all Liens and has the full right to exploit the Intellectual Property Rights associated with the Transferred Assets without payment of compensation to any other party; (b) SCHEDULE 3.7 describes all material agreements granting to third parties any rights in the Intellectual Property Rights relating to the Transferred Assets; (c) all licenses of such Intellectual Property Rights will be assumed by, and will become valid agreements of, SSI without the requirement that any consent to assignment be obtained or any payment be made (other than future royalties as provided in such agreements); (d) Enterprise, to its knowledge, has taken all commercially reasonable steps to acquire, protect and maintain the Intellectual Property Rights associated with the Transferred Assets; (e) Enterprise has not received any notice of, nor are there any facts known to Enterprise which indicate a likelihood of, any infringement or misappropriation by, or conflict from, any third party with respect to such Intellectual Property Rights or any such Intellectual Property Rights that are exclusively licensed to Enterprise; (f) no claim by any third party contesting the validity of any such Intellectual Property Rights has been made, is currently outstanding or, to the best knowledge of Enterprise, is threatened; (g) Enterprise has not received any notice of any infringement, misappropriation or violation by Enterprise of any intellectual property rights of any third party and Enterprise, to its knowledge, has not infringed, misappropriated or otherwise violated any such intellectual property rights; (h) to the knowledge of Enterprise, no infringement, misappropriation or violation of any intellectual property rights of any third party has occurred or will occur with respect to any of the Transferred Assets; and (i) Enterprise has not entered into any agreement restricting Enterprise from selling, leasing or otherwise distributing any of its current products or products under development to any class of customers, in any geographic area, during any time period or in any segment of the market.

Copyrights, Trademarks and Patents. (a) Except as set forth on SCHEDULE 3.7, Enterprise IGI owns and possesses all right, title and interest in and to the Licensed Assets and the Transferred Assets free and clear of all Liens and has the full right to exploit the Intellectual Property Rights associated with the Licensed Assets and the Transferred Assets without payment of compensation to any other party; (b) SCHEDULE 3.7 Schedule 4.7 describes all material agreements granting to third parties any rights in the Intellectual Property Rights relating to the Transferred AssetsExclusive Software; (c) all licenses of such Intellectual Property Rights will be assumed by, and will become valid agreements of, SSI GMC without the requirement that any consent to assignment be obtained or any payment be made (other than future royalties as provided in such agreements); (d) EnterpriseIGI, to its knowledge, has taken all commercially reasonable steps to acquire, protect and maintain the Intellectual Property Rights associated with the Licensed Assets and the Transferred Assets; (e) Enterprise IGI has not received any notice of, nor are there any facts known to Enterprise IGI which indicate a likelihood of, any infringement or misappropriation by, or conflict from, any third party with respect to such Intellectual Property Rights or any such Intellectual Property Rights that are exclusively licensed to EnterpriseIGI; (f) no claim by any third party contesting the validity of any such Intellectual Property Rights has been made, is currently outstanding or, to the best knowledge of EnterpriseIGI, is threatened; (g) Enterprise IGI has not received any notice of any infringement, misappropriation or violation by Enterprise IGI of any intellectual property rights of any third party parties and EnterpriseIGI, to its knowledge, has not infringed, misappropriated or otherwise violated any such intellectual property rights; (h) to the knowledge of EnterpriseIGI, no infringement, misappropriation or violation of any intellectual property rights of any third party parties has occurred or will occur with respect to any of the Transferred AssetsExclusive Software or the Nonexclusive Software; and (i) Enterprise IGI has not entered into any agreement restricting Enterprise IGI from selling, leasing or otherwise distributing any of its current products or products under development to any class of customers, in any geographic area, during any time period or in any segment of the market.

Copyrights, Trademarks and Patents. (a) Except as set forth on SCHEDULE 3.7Schedule 3.6, Enterprise Lavenir owns and possesses all right, title and interest in and to the Transferred Assets free and clear of all Liens and has the full right to exploit the Intellectual Property Rights associated with the Transferred Assets without payment of compensation to any other party; (b) SCHEDULE 3.7 Schedule 3.6 describes all material agreements granting to third parties any rights in the Intellectual Property Rights relating to the Transferred Assets; (c) all licenses of such Intellectual Property Rights will be assumed by, and will become valid agreements of, SSI GMI without the requirement that any consent to assignment be obtained or any payment be made (other than future royalties as provided in such agreements); (d) EnterpriseLavenir, to its knowledge, has taken all commercially reasonable steps to acquire, protect and maintain the Intellectual Property Rights associated with the Transferred Assets; (e) Enterprise Lavenir has not received any notice of, nor are there any facts known to Enterprise Lavenir which indicate a likelihood of, any infringement or misappropriation by, or conflict from, any third party with respect to such Intellectual Property Rights or any such Intellectual Property Rights that are exclusively licensed to EnterpriseLavenir; (f) no claim by any third party contesting the validity of any such Intellectual Property Rights has been made, is currently outstanding or, to the best knowledge of EnterpriseLavenir, is threatened; (g) Enterprise Lavenir has not received any notice of any infringement, misappropriation or violation by Enterprise Lavenir of any intellectual property rights of any third party and EnterpriseLavenir, to its knowledge, has not infringed, misappropriated or otherwise violated any such intellectual property rights; (h) to the knowledge of EnterpriseLavenir, no infringement, misappropriation or violation of any intellectual property rights of any third party has occurred or will occur with respect to any of the Transferred Assets; and (i) Enterprise Lavenir has not entered into any agreement restricting Enterprise Lavenir from selling, leasing or otherwise distributing any of its current products or products under development to any class of customers, in any geographic area, during any time period or in any segment of the market.

Copyrights, Trademarks and Patents. (a) Except as set forth on SCHEDULE 3.7, Enterprise IGI owns and possesses all right, title and interest in and to the Licensed Assets and the Transferred Assets free and clear of all Liens and has the full right to exploit the Intellectual Property Rights associated with the Licensed Assets and the Transferred Assets without payment of compensation to any other party; (b) SCHEDULE 3.7 4.7 describes all material agreements granting to third parties any rights in the Intellectual Property Rights relating to the Transferred AssetsExclusive Software; (c) all licenses of such Intellectual Property Rights will be assumed by, and will become valid agreements of, SSI GMC without the requirement that any consent to assignment be obtained or any payment be made (other than future royalties as provided in such agreements); (d) EnterpriseIGI, to its knowledge, has taken all commercially reasonable steps to acquire, protect and maintain the Intellectual Property Rights associated with the Licensed Assets and the Transferred Assets; (e) Enterprise IGI has not received any notice of, nor are there any facts known to Enterprise IGI which indicate a likelihood of, any infringement or misappropriation by, or conflict from, any third party with respect to such Intellectual Property Rights or any such Intellectual Property Rights that are exclusively licensed to EnterpriseIGI; (f) no claim by any third party contesting the validity of any such Intellectual Property Rights has been made, is currently outstanding or, to the best knowledge of EnterpriseIGI, is threatened; (g) Enterprise IGI has not received any notice of any infringement, misappropriation or violation by Enterprise IGI of any intellectual property rights of any third party parties and EnterpriseIGI, to its knowledge, has not infringed, misappropriated or otherwise violated any such intellectual property rights; (h) to the knowledge of EnterpriseIGI, no infringement, misappropriation or violation of any intellectual property rights of any third party parties has occurred or will occur with respect to any of the Transferred AssetsExclusive Software or the Nonexclusive Software; and (i) Enterprise IGI has not entered into any agreement restricting Enterprise IGI from selling, leasing or otherwise distributing any of its current products or products under development to any class of customers, in any geographic area, during any time period or in any segment of the market.