Intangible Properties. (a) Schedule 2.1J hereto contains a list of all patents and -------------- applications therefor, trademarks, trademark registrations and applications therefor, trade names, service marks, copyrights, copyright registrations and applications therefor, both foreign and domestic, owned, possessed, used or held by or licensed to SELLER and related to the operation of SELLER's Business and SELLER owns the entire right, title and interest in and to the same, together with the goodwill associated therewith. SELLER has the right to use and is transferring to BUYER the unrestricted right to use trade secrets, know-how, formulae, technical processes and information, manufacturing, testing and operating techniques and procedures, all engineering data and plans and all other data and information used by SELLER in its Business or which is necessary for its Business as now conducted. None of the items in the categories listed in the preceding sentence of this Section 6.11 are subject to any pending or threatened challenge or infringement, and no impediment exists as to SELLER's exclusive ownership and use or validity of any such item. The foregoing constitutes all information necessary to permit the conduct from and after the Closing Date of the Business of SELLER, as such Business is and has normally been conducted. SELLER's trade name and trademark have not been registered with any governmental authority for the purpose of protecting the same. SELLER has no patents or copyrights. All licenses granted to SELLER by others which are essential or useful to any part of SELLER's Business are assignable to BUYER without consent of or notice to any person, without change in the terms or provisions thereof and without premium. SELLER has not infringed any unexpired patent, trademark, trademark registration, trade name, copyright, copyright registration, trade secret or any other proprietary or intellectual property right of any party in connection with the operation of its Business. SELLER has not given any indemnification for patent, trademark, service xxxx or copyright infringements.
(b) Schedule 2.1K hereto contains a list of SELLER's trade secrets ------------- related to the operation of its Business.
Intangible Properties. (a) None of the assets of the Company or any of the Subsidiaries is subject to any patent or patent application, copyright or copyright application, trademark or trademark application, or similar evidence of ownership or the right to the use thereof by any third party, except for software duly licensed to the Company or its Subsidiaries in the ordinary course of business.
(b) To their knowledge, neither the Company nor any of the Subsidiaries has infringed upon any patent or patent application, copyright or copyright application, trademark or trademark application or trade name or other proprietary or intellectual property right of any other person. Neither the Company nor any Subsidiary has received any notice of a claim of such infringement.
(c) Attached hereto as Schedule 3.12
Intangible Properties. 20 Section 3.13 Regulatory Filings. . . . . . . . . . . . . .21 Section 3.14 Insurance . . . . . . . . . . . . . . . . . .21
Intangible Properties. (a) None of the assets of the Company or any of the Subsidiaries is subject to any patent or patent application, copyright or copyright application, trademark or trademark application, or similar evidence of ownership or the right to the use thereof by any third party, except for assets licensed by the Company or its Subsidiaries in the ordinary course of business.
(b) Neither the Company nor any of the Subsidiaries has infringed any patent or patent application, copyright or copyright application, trademark or trademark application or trade name or other proprietary or intellectual property right of any other person, except for such matters as would not materially and adversely affect the business, operations, properties or financial condition of the Company and its Subsidiaries, taken as a whole, or received any notice of a claim of such infringement.
(c) Attached hereto as SCHEDULE 3.12
Intangible Properties. 14 5.7 Schedules.......................................................14 5.8
Intangible Properties. The Company owns no securities or other intangible property, except as reflected in the Financial Statements or acquired in the ordinary course of business since January 1, 1999, or except as set forth in the Schedule of Financial Information or the Intellectual Property described on the Schedule of Trade Name, Patents and Copyrights.
Intangible Properties. The Intangible Property Rights listed on Schedule 4.3 (iii) to this Agreement are all those used by or useful to the Product Line and are valid and in full force and effect. All patents, copyrights and trademarks have been duly registered or filed in the United States Patent and Trademark Office, and such registrations have been properly maintained and renewed in accordance with all applicable laws, rules and regulations. Seller has good and marketable title to and owns or exclusively holds all rights to use, free and clear of all liens, claims, restrictions, and infringements, the Intangible Property Rights. The Intangible Property Rights are valid, subsisting, enforceable and in full force and effect. There is no infringement or other adverse claim pending against any of the Intangible Property Rights. In connection with the operation of the Business, Seller is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise with respect to third-party patents, trademarks, copyrights or other intellectual property in connection with the conduct of the Business.
Intangible Properties. 11 4.16 Changes in Customers or Suppliers........................................................................12 4.17 Disclosure...............................................................................................12 4.18
Intangible Properties. (a) The Intangible Property Rights listed on Schedule 4.5(v) to this Agreement are valid and in full force and effect. All patents, copyrights and trademarks have been duly registered or filed in the United States Patent and Trademark Office, and such registrations have been properly maintained and renewed in accordance with all applicable laws, rules and regulations.
(b) Each Seller has good title to and owns or exclusively holds all rights to use, free and clear of all liens, claims, restrictions, and infringements, the Intangible Property Rights. The Intangible Property Rights are valid, subsisting, enforceable and in full force and effect. There is no infringement or other adverse claim pending against any of the Intangible Property Rights. No member of the Seller Group has received any notice or has any Knowledge that any member is
Intangible Properties. (a) Schedule 2.1J hereto contains a list of all patents and applications therefor, trademarks, trademark registrations and applications therefor, trade names, service marks, copyrights, copyright registrations and applications therefor, both foreign and domestic, owned, possessed, used or held by or licensed to United and related to the operation of the Business and United owns the entire right, title and interest in and to the same, together with the goodwill associated therewith. United has the right to use and is transferring to Buyer the unrestricted right to use trade secrets, know-how, formulae, technical processes and information, manufacturing, testing and operating techniques and procedures, all engineering data and plans and all other data and information used by United in the Business or which is necessary for the Business as now conducted. None of the items in the categories listed in the preceding sentence of this Section 6.11 are subject to any pending or threatened challenge or infringement, and no impediment exists as to United's exclusive ownership and use or validity of any such item. The foregoing constitutes all information necessary to permit the conduct from and after the Closing Date of the Business, as such Business is and has normally been conducted. All acts necessary under all provisions of applicable law to protect the items listed on Schedule 2.1J, including, without limitation, the filing of required affidavits of use and incontestability, applications for renewals of registrations and notice of registration, have been taken by United. All licenses granted to United by others which are essential or useful to any part of the Business are assignable to Buyer without consent of or notice to any person, without change in the terms or provisions thereof and without premium. United has not infringed any unexpired patent, trademark, trademark registration, trade name, copyright, copyright registration, trade secret or any other proprietary or intellectual property right of any party in connection with the operation of the Business. United has not given any indemnification for patent, trademark, service mark or copyright infringements.
(b) Schedule 2.1K hereto contains a list of United's trade secrets related to the operation of the Business.
