Common use of Intangible Rights Clause in Contracts

Intangible Rights. Set forth in the Disclosure Letter is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, used, licensed or controlled by the Corporation or a Subsidiary and all goodwill associated therewith. Each of the Corporation and its Subsidiaries owns or has the right to use and shall as of the Effective Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, tradenames, software, formulae, methods, processes and other intangible properties that are necessary or customarily used by the Corporation or Subsidiary, as the case may be, for the ownership, management or operation of its properties (“Intangible Rights”) including, but not limited to, the Intangible Rights listed on the Disclosure Letter. Except as set forth in the Disclosure Letter, (i) the Corporation or a Subsidiary is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Corporation or a Subsidiary to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Corporation or a Subsidiary asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights or interests therein and, to the knowledge of the Corporation, no grounds for any such claims exist; (iv) the Corporation has not made any claim of any violation or infringement by others of any of its Intangible Rights or interest therein and, to the knowledge of the Corporation, no grounds for any such claim exist; (v) neither the Corporation nor any Subsidiary has received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the businesses of the Corporation and each of its Subsidiaries is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Corporation and its Subsidiaries to lawfully conduct their respective businesses as they are currently being conducted; (vii) no interest in any of the Intangible Rights of the Corporation or its Subsidiaries has been assigned, transferred, licensed or sublicensed by the Corporation to any person; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental Entity, such registrations, filings or issuances are listed on the Disclosure Letter and were duly made and remain in full force and effect; (ix) to the knowledge of the Corporation, there has not been any act or failure to act by the Corporation, a Subsidiary or any of their respective directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Rights; (x) to the extent any of the Intangible Rights constitutes proprietary or confidential information, the Corporation or a Subsidiary has adequately safeguarded such information from disclosure; and (xi) all of the current Intangible Rights of the Corporation and its Subsidiaries will remain in full force and effect following the Effective Time without alteration or impairment.

Intangible Rights. Set forth in the Disclosure Letter on Schedule 2.1(k) is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights relating to the Assets or the Business (whether or not registered and, if applicable, including pending applications for registration) owned, used, licensed or controlled by the Corporation or a Subsidiary Seller and all goodwill associated therewith. Each of the Corporation and its Subsidiaries The Seller owns or has the right to use and shall as of the Effective Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, tradenames, software, formulae, methods, processes and other intangible properties that are necessary or customarily used by the Corporation or Subsidiary, as the case may be, Seller for the ownership, management or operation of its properties the Assets and the Business (“"Intangible Rights”") including, but not limited to, the Intangible Rights listed on the Disclosure LetterSchedule 5.9. Except as set forth in the Disclosure Letteron Schedule 5.9, (i) the Corporation or a Subsidiary Seller is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights intellectual property rights of others; (ii) no royalties, honorariums or fees are payable by the Corporation or a Subsidiary Seller to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Corporation or a Subsidiary Seller asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights or interests therein and, to the knowledge of the Corporation, and no grounds for any such claims exist; (iv) the Corporation Seller has not made any claim of any violation or infringement by others of any of its Intangible Rights or interest interests therein and, to the knowledge of the CorporationSeller, no grounds for any such claim claims exist; (v) neither the Corporation nor any Subsidiary Seller has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the businesses of the Corporation and each of its Subsidiaries Business is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Corporation and its Subsidiaries Seller to lawfully conduct their respective businesses the Business as they are currently presently being conducted; (vii) no interest in any of the Seller's Intangible Rights of the Corporation or its Subsidiaries has been assigned, transferred, licensed or sublicensed by the Corporation Seller to any personperson other than the Buyer pursuant to this Agreement; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental EntityAuthority, such registrations, filings or issuances are listed on the Disclosure Letter Schedule 5.9 and were duly made and remain in full force and effect; (ix) to the knowledge of the CorporationSeller, there has not been any act or failure to act by the Corporation, a Subsidiary Seller or any of their respective its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Rights; (x) to the extent any of the Intangible Rights constitutes proprietary or confidential information, to Seller's knowledge, the Corporation or a Subsidiary Seller has adequately safeguarded such information from disclosure; and (xi) all of the Seller's current Intangible Rights of the Corporation and its Subsidiaries will remain in full force and effect following the Effective Time Closing without alteration or impairment.

Intangible Rights. Set forth in the Disclosure Letter on Schedule 3.15 is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, usedUsed, licensed or controlled by the Corporation or a Subsidiary Company and all goodwill associated therewith. Each of the Corporation and its Subsidiaries Company owns or has the right to use and shall as of the Effective Date own or have the right to use Use any and all foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration), information, know-how, trade secretsTrade Secrets, patentsConfidential Information, copyrights, trademarks, tradenames, softwarecomputer software and licenses, formulae, designs and drawings, quality control data, methods, processes (whether secret or not), inventions and other similar know-how, rights or intangible properties that are necessary or customarily used Used by the Corporation or Subsidiary, as the case may be, Company for the ownership, management or operation of its properties Properties and the conduct of its business (“"Intangible Rights”") including, but not limited to, the Intangible Rights listed on the Disclosure LetterSchedule 3.15. Except as set forth in the Disclosure Letteron Schedule 3.15, (i) the Corporation or a Subsidiary Company is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, Rights and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Corporation or a Subsidiary Company to any person Person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made made, nor, to the Knowledge of Company and the Owners, threatened against the Corporation or a Subsidiary Company asserting any grounds for asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights or interests therein and, to the knowledge of the Corporation, no grounds for any such claims existRights; (iv) the Corporation Company has not made any claim of any violation or infringement by others of any of its Intangible Rights or interest interests therein and, to the knowledge of the Corporation, and no grounds for any such claim claims exist; (v) neither the Corporation nor any Subsidiary Company has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the Company's businesses of the Corporation and each of its Subsidiaries is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Corporation and its Subsidiaries Company to lawfully conduct their respective businesses its business as they are currently presently being conducted; (vii) no interest in any of the Company's Intangible Rights of the Corporation or its Subsidiaries has been assigned, transferred, licensed or sublicensed by the Corporation Company to any personPerson other than Buyer pursuant to this Agreement; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental EntityAuthority, such registrations, filings or issuances are listed on the Disclosure Letter Schedule 3.15 and were duly made and remain in full force and effect; (ix) to neither the knowledge of the Corporation, Company nor any Owner is aware that there has not been any act or failure to act by the Corporation, a Subsidiary Company or any of their respective its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Rights; and (x) to the extent any of the Intangible Rights constitutes proprietary or confidential information, the Corporation or a Subsidiary Company has adequately safeguarded exercised commercially reasonable care to prevent such information from disclosure; and (xi) all of the current Intangible Rights of the Corporation and its Subsidiaries will remain in full force and effect following the Effective Time without alteration or impairmentbeing disclosed.

Intangible Rights. Set forth in the Disclosure Letter Schedule 3.15 hereto is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, usedUsed, licensed or controlled by the Corporation Company or a the Subsidiary. The Company and the Subsidiary and all goodwill associated therewith. Each of the Corporation and its Subsidiaries owns or has the right to use Use and shall as of the Effective Closing Date own or have the right to use Use any and all information, know-how, trade secrets, patents, copyrights, trademarks, tradenames, software, formulae, methods, processes and other intangible properties that are necessary or customarily used Used by the Corporation or Subsidiary, as Company and the case may be, Subsidiary for the ownership, management or operation of its properties Properties (“Intangible Rights”) including, but not limited to, the Intangible Rights listed on the Disclosure Letterin Schedule 3.15. Except as set forth in the Disclosure LetterSchedule 3.15, (i) the Corporation Company or a the Subsidiary is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, and and, to the Company’s Knowledge, has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Corporation Company or a the Subsidiary to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims since September 30, 2009, made against the Corporation Company or a the Subsidiary asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights or interests therein and, to the knowledge of the CorporationCompany’s Knowledge, no grounds for any such claims exist; (iv) neither the Corporation Company nor the Subsidiary has not made any claim of any violation or infringement by others of any of its Intangible Rights or interest interests therein and, to the knowledge Knowledge of the CorporationCompany, no grounds for any such claim claims exist; (v) neither the Corporation Company nor any the Subsidiary has received since September 30, 2009, any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the businesses of Company’s or the Corporation and each of its Subsidiaries Subsidiary’s business is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Corporation and its Subsidiaries Company to lawfully conduct their respective businesses its business as they are currently presently being conducted; (vii) no interest in any of the Company’s or the Subsidiary’s Intangible Rights of the Corporation or its Subsidiaries has been assigned, transferred, licensed or sublicensed by the Corporation Company or the Subsidiary to any personPerson; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental EntityAuthority, such registrations, filings or issuances are listed on the Disclosure Letter in Schedule 3.15 and were duly made and remain in full force and effect; (ix) to the knowledge Knowledge of the CorporationCompany, there has not been any act or failure to act by the Corporation, a Company or the Subsidiary or any of their respective directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Rights; (x) to the extent any of the Intangible Rights constitutes proprietary or confidential information, the Corporation or a Company and the Subsidiary has have taken reasonable steps to adequately safeguarded safeguard such information from disclosure; and (xi) all of the Company’s current Intangible Rights of the Corporation and its Subsidiaries will remain in full force and effect immediately following the Effective Time Closing without alteration or impairment.

Intangible Rights. Set forth in the Disclosure Letter is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, used, licensed or controlled by the Corporation or a Subsidiary and all goodwill associated therewith. Each of the Corporation and its Subsidiaries Buyer owns or has the right to use and shall as of the Effective Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, tradenamesservice marks, trade names, brands, software, formulae, methods, processes and other intangible properties that are necessary or customarily used Used by the Corporation or Subsidiary, as the case may be, Buyer for the ownership, management or operation of its properties Properties (“Buyer Intangible Rights”) including, but not limited to, the Intangible Rights listed on the Disclosure Letter). Except as set forth in the Disclosure Letteron Schedule 4.14, (i) the Corporation or a Subsidiary Buyer is the sole and exclusive owner of all right, title and interest in and to all of the Buyer Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Buyer Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Corporation or a Subsidiary Buyer to any person by reason of the ownership or use of any of the Buyer Intangible Rights; (iii) there have been no claims made against the Corporation or a Subsidiary Buyer asserting the invalidity, abuse, misuse, or unenforceability of any of the Buyer Intangible Rights or interests therein and, to the knowledge of the Corporation, and no grounds for any such claims exist; (iv) the Corporation Buyer has not made any claim of any violation or infringement by others of any of its Buyer Intangible Rights or interest interests therein and, to the knowledge Knowledge of the CorporationBuyer, no grounds for any such claim claims exist; (v) neither the Corporation nor any Subsidiary Buyer has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Buyer Intangible Rights, and neither the use of the Buyer Intangible Rights nor the operation of the Company’s businesses of the Corporation and each of its Subsidiaries is infringing or has infringed upon any intellectual property rights of others; (vi) the Buyer Intangible Rights are sufficient and include all intellectual property rights necessary for the Corporation and its Subsidiaries Buyer to lawfully conduct their respective businesses its business as they are currently presently being conducted; (vii) no interest in any of the Intangible Rights of the Corporation or its Subsidiaries has been assigned, transferred, licensed or sublicensed by the Corporation to any person; (viii) to the extent that any item constituting part of the Buyer Intangible Rights has been registered with, filed in or issued by, any Governmental EntityAuthority, such registrations, filings or issuances are listed on the Disclosure Letter and were duly made and remain in full force and effect; (ixviii) to the knowledge Knowledge of the CorporationBuyer, there has not been any act or failure to act by the Corporation, a Subsidiary Buyer or any of their respective its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Buyer Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Buyer Intangible Rights; (xix) to the extent any of the Buyer Intangible Rights constitutes proprietary or confidential information, the Corporation or a Subsidiary Buyer has adequately safeguarded such information from disclosure; and (xix) all of the Buyer’s current Intangible Rights of the Corporation and its Subsidiaries will remain in full force and effect following the Effective Time Closing without alteration or impairment.

Intangible Rights. Set forth in (a) Section 3.12 of the Disclosure Letter is a list and description of Schedule lists (i) all material foreign and domestic patents, patent rights, trademarks, service marks, trademarks and trade names, brands trademark and copyrights trade name registrations, logos, service marks registrations, copy rights and copyright registrations, all applications pending on the date hereof for patent or for trademark, trade name, service xxxx or copyright registrations, and all other proprietary rights (whether or not registered and, if applicable, including pending applications for registrationcollectively "Intangible Rights") owned, used, licensed or controlled owned by the Corporation Company or a any Subsidiary or used by them in connection with the Business specifying the nature of its rights therein, and (ii) all licenses granted by or to the Company or any Subsidiary and all goodwill associated therewith. Each of other agreements to which the Corporation and its Subsidiaries owns Company or has the right any Subsidiary is a party which relate, in whole or in part, to use and shall as of the Effective Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, tradenames, software, formulae, methods, processes and other intangible properties that are necessary or customarily used by the Corporation or Subsidiary, as the case may be, for the ownership, management or operation of its properties (“Intangible Rights”) including, but not limited to, the Intangible Rights listed on mentioned in clause (i) above, whether owned b) the Disclosure LetterCompany or any Subsidiary or otherwise. Except as set forth in Section 3.12 of the Disclosure LetterSchedule and except where such noncompliance, absence of rights or other failure, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on the Company and the Subsidiaries, (iw) the Corporation or a Subsidiary is Company and the sole and exclusive owner Subsidiaries have complied with their respective contractual obligations relating to the protection of all right, title and interest in and to all such of the Intangible RightsRights used by them pursuant to licenses or other contracts, (x) the Company and each of the Subsidiaries has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights to provide, sell and produce the services and products provided, sold and produced by it, and to conduct its business as heretofore conducted, and the consummation of others; the transactions contemplated hereby will not alter or impair any such rights, (iiy) all such Intangible Rights are valid, enforceable and in good standing and no royalties, honorariums or fees are payable claims have been asserted with respect to the use by the Corporation Company or a Subsidiary to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Corporation or a Subsidiary asserting the invalidity, abuse, misuse, or unenforceability Subsidiaries of any of the Intangible Rights or interests therein andotherwise for patent, to the knowledge of the Corporation, no grounds for any such claims exist; (iv) the Corporation has not made any claim of any violation copyright or infringement by others of any of its Intangible Rights or interest therein and, to the knowledge of the Corporation, no grounds for any such claim exist; (v) neither the Corporation nor any Subsidiary has received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rightstrademark infringement, and neither the use of the Intangible Rights nor the operation of the businesses of the Corporation and each of its Subsidiaries is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Corporation and its Subsidiaries to lawfully conduct their respective businesses as they are currently being conducted; (vii) no interest in any of the Intangible Rights of the Corporation or its Subsidiaries has been assigned, transferred, licensed or sublicensed by the Corporation to any person; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental Entity, such registrations, filings or issuances are listed on the Disclosure Letter and were duly made and remain in full force and effect; (ixz) to the knowledge of the CorporationCompany, there has not been any act no person is infringing on or failure to act by the Corporation, a Subsidiary or any of their respective directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of violating the Intangible Rights or of know-how used by the Company or any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Rights; (x) to the extent any of the Intangible Rights constitutes proprietary or confidential information, the Corporation or a Subsidiary has adequately safeguarded such information from disclosure; and (xi) all of the current Intangible Rights of the Corporation and its Subsidiaries will remain in full force and effect following the Effective Time without alteration or impairmentSubsidiary.

Intangible Rights. Set forth in the Disclosure Letter on Schedule 4.13 is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, used, licensed or controlled by the Corporation or a Subsidiary Company and all goodwill associated therewith. Each of the Corporation and its Subsidiaries The Company owns or has the right to use and shall will as of the Effective Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, tradenamestrade names, software, formulae, methods, processes and other intangible properties that are necessary or customarily used by the Corporation or Subsidiary, as the case may be, Company for the ownership, management or operation of its properties Properties (“Intangible Rights”) including, but not limited to, the Intangible Rights listed on the Disclosure LetterSchedule 4.13. Except as set forth in the Disclosure Letteron Schedule 4.13, (i) the Corporation or a Subsidiary Company is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Corporation or a Subsidiary Company to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Corporation or a Subsidiary Company asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights or interests therein and, to the knowledge of the Corporation, and no grounds for any such claims exist; (iv) the Corporation Company has not made any claim of any violation or infringement by others of any of its Intangible Rights or interest interests therein and, to the knowledge of the Corporation, and no grounds for any such claim claims exist; (v) neither the Corporation nor any Subsidiary Company has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the Company’s businesses of the Corporation and each of its Subsidiaries is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Corporation and its Subsidiaries Company to lawfully conduct their respective businesses its business as they are currently presently being conducted; (vii) no interest in any of the Company’s Intangible Rights of the Corporation or its Subsidiaries has been assigned, transferred, licensed or sublicensed by the Corporation Company to any personperson other than the Buyer pursuant to this Agreement; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental EntityAuthority, such registrations, filings or issuances are listed on the Disclosure Letter Schedule 4.13 and were duly made and remain in full force and effect; (ix) to the knowledge of the Corporation, there has not been any act or failure to act by the Corporation, a Subsidiary Company or any of their respective its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Rights; (x) to the extent any of the Intangible Rights constitutes proprietary or confidential information, the Corporation or a Subsidiary Company has adequately safeguarded such information from disclosure; and (xi) all of the Company’s current Intangible Rights of the Corporation and its Subsidiaries will remain in full force and effect following the Effective Time Closing without alteration or impairment.

Intangible Rights. Set forth in on Section 4.14 of the Companies and Worsley Disclosure Letter Schedule is a true, correct and complete list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, usedUsed, licensed or controlled by each of the Corporation or a Subsidiary Companies and all goodwill associated therewith. Each of the Corporation and its Subsidiaries Companies owns or has the right to use and shall as of the Effective Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, tradenamestrade names, software, formulae, methods, processes and other intangible properties that to the Knowledge of the Companies are necessary or customarily used Used by the Corporation or Subsidiary, as the case may be, such Company for the ownership, management or operation of its properties Properties and business (“Company Intangible Rights”) including, but not limited to, including the Company Intangible Rights listed on Section 4.14 of the Companies and Worsley Disclosure LetterSchedule. Except as set forth in the Disclosure LetterIn addition, (i) the Corporation or a Subsidiary such Company is the sole and exclusive owner of all right, title and interest in and to all of the Company Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Company Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Corporation or a Subsidiary such Company to any person Person by reason of the ownership or use of any of the Company Intangible Rights; (iii) there have been no claims made against the Corporation or a Subsidiary such Company asserting the invalidity, abuse, misuse, or unenforceability of any of the Company Intangible Rights or interests therein and, and to the knowledge Knowledge of the Corporation, Companies no grounds for any such claims exist; (iv) the Corporation such Company has not made any claim of any violation or infringement by others of any of its Company Intangible Rights or interest interests therein and, to the knowledge Knowledge of the CorporationCompany, no grounds for any such claim claims exist; (v) neither the Corporation nor any Subsidiary such Company has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Company Intangible Rights, and neither the use of the Company Intangible Rights nor the operation of such Company’s businesses to the businesses actual Knowledge of the Corporation and each of its Subsidiaries such Company is infringing or has infringed upon any valid and enforceable intellectual property rights of others; (vi) to the actual Knowledge of the Companies, the Company Intangible Rights are sufficient and include all intellectual property rights necessary for the Corporation and its Subsidiaries such Company to lawfully conduct their respective businesses its business as they are currently presently being conducted; (vii) no interest in any of the Company’s Intangible Rights of the Corporation or its Subsidiaries has been assigned, transferred, licensed or sublicensed by the Corporation Company to any personPerson other than Catalytica pursuant to this Agreement; (viii) to the extent that any item constituting part of the Company Intangible Rights has been registered with, filed in with or issued by, any Governmental EntityAuthority, such registrations, filings or issuances are listed on Section 4.14 of the Companies and Worsley Disclosure Letter Schedule and were duly made and remain in full force and effect; (ix) to the knowledge Knowledge of the Corporationsuch Company, there has not been any act or failure to act by the Corporation, a Subsidiary such Company or any of their respective its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Company Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Rights; and (x) to the extent any of the Company Intangible Rights constitutes proprietary or confidential information, the Corporation or a Subsidiary such Company has adequately safeguarded such information from disclosure; and (xi) all of the current Intangible Rights of the Corporation and its Subsidiaries will remain in full force and effect following the Effective Time without alteration or impairment.

Intangible Rights. Set forth in the Disclosure Letter is a list and description of The Assets include all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, used, licensed or controlled by the Corporation or a Subsidiary Seller and all goodwill associated therewith. Each of the Corporation and its Subsidiaries The Seller owns or has the right to use and shall as of the Effective Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, tradenames, software, formulae, methods, processes and other intangible properties that are necessary or customarily used by the Corporation or Subsidiary, as the case may be, Seller for the ownership, management or operation of its properties Business (“Intangible Rights”) including, but not limited to, the Intangible Rights listed on the Disclosure Letter). Except as set forth in the Disclosure Letter, (i) the Corporation or a Subsidiary The Seller is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Corporation or a Subsidiary Seller to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Corporation or a Subsidiary Seller asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights or interests therein and, to the knowledge of the Corporation, and no grounds for any such claims exist; (iv) the Corporation Seller has not made any claim of any violation or infringement by others of any of its Intangible Rights or interest therein and, to interests therein; the knowledge of the Corporation, no grounds for any such claim exist; (v) neither the Corporation nor any Subsidiary Seller has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the businesses of the Corporation and each of its Subsidiaries Businesses is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Corporation and its Subsidiaries Seller to lawfully conduct their respective businesses its business as they are currently presently being conducted; (vii) no interest in any of the Intangible Rights of the Corporation or its Subsidiaries has been assigned, transferred, licensed or sublicensed by the Corporation Seller to any personperson other than the Buyer pursuant to this Agreement; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental Entity, such registrations, filings or issuances are listed on the Disclosure Letter and were duly made and remain in full force and effectgovernmental authority; (ix) to the knowledge of the Corporation, there has not been any act or failure to act by the Corporation, a Subsidiary Seller or any of their respective its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Rights; (x) to the extent any of the Intangible Rights constitutes proprietary or confidential information, the Corporation or a Subsidiary Seller has adequately safeguarded such information from disclosure; and (xi) all of the current Intangible Rights of the Corporation and its Subsidiaries will remain in full force and effect following the Effective Time Closing without alteration or impairment.

Intangible Rights. Set forth in on Section 2.14 of the Company Disclosure Letter Schedule is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, used, licensed or controlled by the Corporation or a Subsidiary Company and all goodwill associated therewith. Each of the Corporation and its Subsidiaries The Company owns or has the right to use and shall as of the Effective Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, tradenamestrade names, software (except for shrink wrap software), formulae, methods, processes and other intangible properties that are necessary or customarily used by the Corporation or Subsidiary, as the case may be, Company for the ownership, management or operation of its properties Properties (“"Intangible Rights”") including, but not limited to, the Intangible Rights listed on Section 2.14 of the Company Disclosure LetterSchedule. Except as set forth in on Section 2.14 of the Company Disclosure LetterSchedule, (i) the Corporation or a Subsidiary Company is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Corporation or a Subsidiary Company to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Corporation or a Subsidiary Company asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights or interests therein and, to the knowledge of the Corporation, and no grounds for any such claims exist; (iv) the Corporation Company has not made any claim of any violation or infringement by others of any of its Intangible Rights or interest interests therein and, to the knowledge Knowledge of the CorporationCompany, no grounds for any such claim claims exist; (v) neither the Corporation nor any Subsidiary Company has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the businesses Company's businesses, to the Knowledge of the Corporation and each of its Subsidiaries Stockholders, is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Corporation and its Subsidiaries to lawfully conduct their respective businesses as they are currently being conducted; (vii) no interest in any of the Company's Intangible Rights of the Corporation or its Subsidiaries has been assigned, transferred, licensed or sublicensed by the Corporation Company to any personperson other than the Buyer pursuant to this Agreement; (viiivii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental EntityAuthority, such registrations, filings or issuances are listed on Section 2.14 of the Company Disclosure Letter Schedule and were duly made and remain in full force and effect; (ixviii) to the knowledge Knowledge of the CorporationStockholders, there has not been any act or failure to act by the Corporation, a Subsidiary Company or any of their respective its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Rights; (xix) to the extent any of the Intangible Rights constitutes proprietary or confidential information, the Corporation or a Subsidiary has Company has, to the Knowledge of the Stockholders, adequately safeguarded such information from disclosure; and (xix) all of the Company's current Intangible Rights of the Corporation and its Subsidiaries will remain in full force and effect following the Effective Time Closing without alteration or impairment.

Intangible Rights. Set forth in the Disclosure Letter is Schedule 3.24 includes a list and description of all material foreign and domestic patents, patent rightsCompany-owned software, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, used, licensed owned or controlled used by the Corporation or a Subsidiary and all goodwill associated therewithCompany (“Intellectual Property”). Each of the Corporation and its Subsidiaries The Company owns or has the right to use and shall as of the Effective Closing Date own or have the right to use the Intellectual Property. The Company owns or has the right to use and shall as of the Closing Date own or have the right to use any and all confidential information, know-how, trade secretsTrade Secrets, patents, copyrights, trademarks, tradenames, software, formulae, methods, processes and other intangible properties formulae that are necessary or customarily have been used by the Corporation or Subsidiary, as the case may be, Company for the ownership, management or operation of its properties (“Intangible Rights”) including, but not limited to, the Intangible Rights listed on Schedule 3.24 that are necessary for the Disclosure Letteroperation of the Company’s business as it is currently conducted. Except as set forth in the Disclosure Letteron Schedule 3.24, (i) the Corporation or a Subsidiary Company is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the sameIntellectual Property, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Corporation or a Subsidiary Company to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Corporation or a Subsidiary Company asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights or interests therein and, to the knowledge Knowledge of the CorporationCompany, no grounds for any such claims exist; (iv) the Corporation Company has not made any claim of any violation or infringement by others of any of its Intangible Rights or interest interests therein and, to the knowledge Knowledge of the CorporationCompany, no grounds for any such claim claims exist; (v) neither the Corporation nor any Subsidiary Company has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the businesses of the Corporation and each of its Subsidiaries Company’s business as it is currently conducted or has previously been conducted is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Corporation and its Subsidiaries to lawfully conduct their respective businesses as they are currently being conducted; (vii) no interest in any of the Company’s Intangible Rights of the Corporation or its Subsidiaries has been assigned, transferred, licensed or sublicensed by the Corporation Company to any personperson other than the Buyer, at the Closing, pursuant to this Agreement; (viiivii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental EntityAuthority, such registrations, filings or issuances are listed on the Disclosure Letter Schedule 3.24 and were duly made and remain in full force and effect; and (ixviii) to the knowledge Knowledge of the CorporationCompany, there has not been any act or failure to act by the Corporation, a Subsidiary Company or any of their respective its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of use any of the Intangible Rights; (xix) to the extent any of the Intangible Rights constitutes proprietary or confidential information, the Corporation or a Subsidiary Company has adequately safeguarded made commercially reasonable efforts to safeguard such information from disclosure; and (xix) subject to the acts of Buyer, all of the Company’s current Intangible Rights of the Corporation and its Subsidiaries will shall remain in full force and effect following the Effective Time Closing without alteration or impairment.

Intangible Rights. Set forth in the Disclosure Letter Attached hereto as Schedule 4.5 is a true and complete list and description of all material foreign and domestic patentstrademarks, patent rights, trademarkstrademark applications, service marks, trade names, brands domain names, copyrights, patents and copyrights (whether or not registered and, if applicablepatent applications, including pending applications for registration) ownedall Federal and state registrations thereof, used, licensed or controlled by the Corporation or a Subsidiary and all goodwill associated therewith. Each of the Corporation and its Subsidiaries owns or has the right to use and shall as of the Effective Date own or have the right to use any and all information, know-howtechnology, trade secrets, patentsproduct designs, copyrightssoftware programs, trademarks, tradenames, software, formulaeinventions, methods, processes processes, systems, know how, customer and supplier lists, pricing policies, market plans, business and development plans and other intangible properties that rights used or usable in connection with the Business and which are necessary owned by or customarily used by the Corporation licensed to Seller (with an indication as to whether Seller is a licensor or Subsidiarylicensee in respect thereof, as the case may be, for the ownership, management or operation of its properties (“Intangible Rights”) including, but not limited to, the Intangible Rights listed on the Disclosure Letterif applicable). Except as set forth in the Disclosure Letterdisclosed on Schedule 4.5 hereto, (i) the Corporation or a Subsidiary Seller is the sole and exclusive owner or licensee of all rightthe Intangible Rights and has the sole and exclusive right to use the Intangible Rights in the same manner in which it has been or is now using them, title and interest in and (ii) there are no claims, demands or proceedings pending or, to all the best knowledge of Seller (which for purposes of this Agreement shall mean with respect to the Company the actual knowledge of any officer of the Company, after due inquiry), threatened, that pertain to or challenge the right of Seller to own or use the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Corporation or a Subsidiary to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Corporation or a Subsidiary asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights or interests therein and, to the knowledge of the Corporation, no grounds for any such claims exist; (iv) the Corporation Seller has not made granted any claim of licenses or other rights, and has no obligation to grant any violation licenses or infringement by others of any of its Intangible Rights or interest therein andother rights, with respect to the knowledge of the Corporation, no grounds for any such claim exist; (v) neither the Corporation nor any Subsidiary has received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the businesses of the Corporation and each of its Subsidiaries is infringing or has infringed upon any intellectual property rights of others; (viiv) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Corporation and its Subsidiaries to lawfully conduct their respective businesses as they are currently being conducted; (vii) no interest in any of the Intangible Rights of the Corporation or its Subsidiaries has been assigned, transferred, licensed or sublicensed by the Corporation to any person; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental Entity, such registrations, filings or issuances are listed on the Disclosure Letter and were duly made and remain in full force and effect; (ix) to the knowledge of the Corporation, there Seller has not been any act or failure sold, and has no obligation to act by the Corporation, a Subsidiary or any of their respective directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating tosell, any of the Intangible Rights or of any other fact which could render invalid intangible property or unenforceablerights previously owned by Seller, or negate and (v) to the right to issuance best knowledge of Seller, the Intangible Rights are not being infringed upon by any other person. Except as disclosed on Schedule 4.5 hereto, the operation of the Business, and the use of any of the Intangible Rights; (x) Rights in connection with the Business, does not violate any license or agreement with any third party or, to the extent best knowledge of Seller, infringe any rights of the Intangible Rights constitutes proprietary or confidential information, the Corporation or a Subsidiary has adequately safeguarded such information from disclosure; and (xi) all of the current Intangible Rights of the Corporation and its Subsidiaries will remain in full force and effect following the Effective Time without alteration or impairmentany third party.

Intangible Rights. Set forth in the Disclosure Letter on Schedule 3.15 is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, used, licensed or controlled by DCA, any Seller and, to the Corporation Knowledge of InterDent, the Dental Practices. Upon the Closing, DCA or a Subsidiary and all goodwill associated therewith. Each of the Corporation and its Subsidiaries owns or has the right to use and Purchaser shall as of the Effective Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, tradenames, software, formulae, methods, processes and other intangible properties that are necessary or customarily used by the Corporation Dental Practices or Subsidiary, as the case may be, for Sellers primarily in connection with (x) the management of the Dental Practices or (y) the ownership, management or operation of its properties the Properties (“"Intangible Rights”") including, but not limited to, the Intangible Rights listed on Schedule 3.15; provided, however that the Disclosure LetterPurchaser shall not own or have the right to directly use any tradenames, the ownership or direct use of which would violate any corporate practice of medicine statute or similar Law. Except as set forth in the Disclosure Letteron Schedule 3.15, (i) to the Corporation or a Subsidiary is the sole and exclusive owner Knowledge of all rightInterDent, title and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Corporation or a Subsidiary any Dental Practice to any person Person by reason of the ownership or use of any of the Intangible Rights; (iiiii) there have been no claims made against any Seller or, to the Corporation or a Subsidiary Knowledge of InterDent, any Dental Practice asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights or interests therein Rights; and (iii) none of Sellers and, to the knowledge Knowledge of InterDent, the Corporation, no grounds for any such claims exist; (iv) the Corporation has not made any claim of any violation or infringement by others of any of its Intangible Rights or interest therein and, to the knowledge of the Corporation, no grounds for any such claim exist; (v) neither the Corporation nor any Subsidiary Dental Practices has received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the Dental Practices' businesses is, to the Knowledge of the Corporation and each of its Subsidiaries is InterDent, infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Corporation and its Subsidiaries to lawfully conduct their respective businesses as they are currently being conducted; (vii) no interest in any of the Intangible Rights of the Corporation or its Subsidiaries has been assigned, transferred, licensed or sublicensed by the Corporation to any person; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental Entity, such registrations, filings or issuances are listed on the Disclosure Letter and were duly made and remain in full force and effect; (ix) to the knowledge of the Corporation, there has not been any act or failure to act by the Corporation, a Subsidiary or any of their respective directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Rights; (x) to the extent any of the Intangible Rights constitutes proprietary or confidential information, the Corporation or a Subsidiary has adequately safeguarded such information from disclosure; and (xi) all of the current Intangible Rights of the Corporation and its Subsidiaries will remain in full force and effect following the Effective Time without alteration or impairment.