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.
Appears in 1 contract
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 any SELLER and related to the operation of such SELLER's Business and such SELLER owns the entire right, title and interest in and to the same, together with the goodwill associated therewith. Each 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 such 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 such SELLER's exclusive ownership and use or validity of any such item. , except as set forth in Schedule 2.1J. The foregoing constitutes all information necessary to permit the conduct from and after the Closing Date of the Business of each SELLER, 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 each 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 each SELLER by others which are essential or useful to any part of such SELLER's Business are assignable to BUYER without consent of or notice to any personPerson, without change in the terms or provisions thereof and without premium. , except as set forth in Schedule 2.1J. With respect to each SELLER, such 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. No SELLER has not given any indemnification for patent, trademark, service xxxx or copyright infringements.
Appears in 1 contract
Intangible Properties. (a) Schedule 2.1J hereto 5.11 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 the Operating Company or Stellar Propane and related to the operation of SELLER's Business the Business, and SELLER owns the Operating Company or Stellar Propane, as the case may be, own the entire right, title and interest in and to the same, together with the goodwill associated therewith. SELLER has The Operating Company and Stellar Propane have the right to use and is transferring to BUYER the unrestricted right to use their respective 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 the Business or which that is necessary for its the Business as now conducted, without payment of any claim, charge or royalty. None To the Knowledge of the Sellers, none of the items in the categories listed in the preceding sentence of this Section 6.11 are 5.11 is subject to any pending or threatened challenge or claim of infringement, and no impediment exists as to SELLER's exclusive the Operating Company’s or Stellar Propane’s ownership and or use or validity of any such item. The foregoing constitutes After giving effect to the license granted pursuant to Section 8.7, 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 the Operating Company or Stellar Propane by others which that are essential or useful to any part of SELLER's the Business are assignable to BUYER will remain unaffected as a result of the transactions contemplated by this Agreement without consent of or notice to any personPerson, without change in the terms or provisions thereof and without premium. SELLER Neither the Operating Company nor Stellar Propane 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 Person in connection with the operation of its the Business. SELLER Except as described in Schedule 5.11, neither the Operating Company nor Stellar Propane has not given any indemnification for patent, trademark, service xxxx mxxx or copyright infringements.
Appears in 1 contract
Intangible Properties. (a) Schedule 2.1J hereto 5.11 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 the Operating Company or Stellar Propane and related to the operation of SELLER's Business the Business, and SELLER owns the Operating Company or Stellar Propane, as the case may be, own the entire right, title and interest in and to the same, together with the goodwill associated therewith. SELLER has The Operating Company and Stellar Propane have the right to use and is transferring to BUYER the unrestricted right to use their respective 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 the Business or which that is necessary for its the Business as now conducted, without payment of any claim, charge or royalty. None To the Knowledge of the Sellers, none of the items in the categories listed in the preceding sentence of this Section 6.11 are 5.11 is subject to any pending or threatened challenge or claim of infringement, and no impediment exists as to SELLER's exclusive the Operating Company’s or Stellar Propane’s ownership and or use or validity of any such item. The foregoing constitutes After giving effect to the license granted pursuant to Section 8.7, 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 the Operating Company or Stellar Propane by others which that are essential or useful to any part of SELLER's the Business are assignable to BUYER will remain unaffected as a result of the transactions contemplated by this Agreement without consent of or notice to any personPerson, without change in the terms or provisions thereof and without premium. SELLER Neither the Operating Company nor Stellar Propane 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 Person in connection with the operation of its the Business. SELLER Except as described in Schedule 5.11, neither the Operating Company nor Stellar Propane has not given any indemnification for patent, trademark, service xxxx or copyright infringements.
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