Common use of Intangible Rights Clause in Contracts

Intangible Rights. The STF Public Filings or Schedule 5.15 contains 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 STF and all goodwill associated therewith. STF owns or has the right to use and shall as of the Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible rights that are necessary or customarily Used by STF for the ownership, management or operation of its Properties (“Intangible Rights”) including, but not limited to, the Intangible Rights listed in the STF Public Filings or on Schedule 5.15. Except as set forth in the STF Public Filings or on Schedule 5.15(i), to the knowledge of STF, (i) it 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 STF to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against STF asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights and no grounds for any such claims exist; (iv) STF has not made any claim of any violation or infringement by others of any of its Intangible Rights or interests therein and, to the knowledge of STF, no grounds for any such claims exist; (v) STF 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 STF’s 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 STF to lawfully conduct its business as presently being conducted; (vii) no interest in any of STF’s Intangible Rights has been assigned, transferred, licensed or sublicensed by STF to any Person other than the Company; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental Authority, such registrations, filings or issuances are listed in the STF Public Filings or on Schedule 5.15 and were duly made and remain in full force and effect; (ix) to the knowledge of STF, there has not been any act or failure to act by STF or any of 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, STF has adequately safeguarded such information from disclosure; and (xi) all of STF’s current Intangible Rights will remain in full force and effect following the Closing without alteration or impairment.

Intangible Rights. The STF Public Filings or Set forth on Schedule 5.15 contains 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 STF and all goodwill associated therewiththe Company. STF 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 information, know-how, trade secrets, patents, copyrights, trademarks, trade namestradenames, software, formulae, methods, processes and other intangible rights properties that are necessary or customarily Used by STF for the ownership, management or Company’s operation of its Properties business (the “Intangible Rights”) ), including, but not limited to, the Intangible Rights listed in the STF Public Filings or on Schedule 5.153.15. Except as set forth in the STF Public Filings or on Schedule 5.15(i)3.15, to the knowledge Knowledge of STFthe Company, (i) it is the sole and exclusive owner of all rightexcept for “shrink wrap” or off-the-shelf software, 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 STF the Company 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 STF asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights and no grounds for any such claims exist; (iv) STF Company has not made any claim of any violation or infringement by others of any of its Intangible Rights or interests therein and, to the knowledge of STF, no grounds for any such claims existtherein; (viii) STF the 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; (iv) there have been no claims made against the Company asserting the invalidity, and abuse, misuse or unenforceability of any Intangible Rights; (v) neither the Company’s use of the Intangible Rights nor the operation of STFthe Company’s businesses 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 STF the Company to lawfully conduct its business as presently being conducted; (vii) no interest in any of STFthe Company’s Intangible Rights has been assigned, transferred, licensed or sublicensed by STF the Company to any Person other than the CompanyPerson; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental Authority, such registrations, filings or issuances are listed in the STF Public Filings or on Schedule 5.15 3.15 and were duly made and remain in full force and effect; (ix) to the knowledge of STF, there has not been any act or failure to act by STF or any of its directors, officers, employees, attorneys or agents the Company during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could reasonably be expected to 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, STF the Company has adequately safeguarded taken such measures that it reasonably believes adequate in order to safeguard such information from disclosure; and (xi) all of STF’s current Intangible Rights will remain in full force and effect following the Closing without alteration or impairment.

Intangible Rights. The STF Public Filings or Set forth on Section 3.12 of the Company Disclosure Schedule 5.15 contains 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 STF the Company or the Broker-Dealer Subsidiary, and all goodwill associated therewith. STF The Company or the Broker-Dealer Subsidiary owns or has the right to use and shall as of the Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade namestradenames, software, formulae, methods, processes and other intangible rights properties that are necessary or customarily Used used by STF the Company or the Broker-Dealer Subsidiary for the ownership, management or operation of its Properties properties (“Intangible Rights”"INTANGIBLE RIGHTS") including, but not limited to, the Intangible Rights listed in on Section 3.12 of the STF Public Filings or on Schedule 5.15Company Disclosure Schedule. Except as set forth in the STF Public Filings or on Schedule 5.15(i), to the knowledge of STF, Furthermore: (i) it either the Company or the Broker-Dealer 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 STF the Company or the Broker-Dealer 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 STF the Company or the Broker-Dealer Subsidiary asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights and and, to the knowledge of the Company, no grounds for any such claims exist; (iv) STF has not neither the Company nor the Broker-Dealer Subsidiary have made any claim of any violation or infringement by others of any of its Intangible Rights or interests therein and, to the knowledge of STFthe Company, no grounds for any such claims exist; (v) STF has not neither the Company nor the Broker-Dealer Subsidiary have 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 STF’s the Company's or the Broker-Dealer Subsidiary's 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 STF the Company or the Broker-Dealer Subsidiary to lawfully conduct its business as presently being conducted; (vii) no interest in any of STF’s the Company's or the Broker-Dealer Subsidiary's Intangible Rights has been assigned, transferred, licensed or sublicensed by STF the Company to any Person person other than the CompanyPurchaser 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, by any Governmental Authority, such registrations, filings or issuances are listed in on Section 3.12 of the STF Public Filings or on Company Disclosure Schedule 5.15 and were duly made and remain in full force and effect; (ix) to the knowledge of STFthe Company, there has not been any act or failure to act by STF the Company or the Broker-Dealer Subsidiary or any of its 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 of, any of the Intangible Rights; (x) to the extent any of the Intangible Rights constitutes proprietary or confidential information, STF the Company has adequately safeguarded such information from disclosure; and (xi) all of STF’s the Company's and the Broker-Dealer Subsidiary's current Intangible Rights will remain in full force and effect following the Closing without alteration or impairment.

Intangible Rights. The STF Public Filings or Schedule 5.15 contains 4.8 is a full and complete list and description of all material foreign and domestic patentsof Brunswick's trade names, patent rights, trademarksregistered copyrights, service marks, trademarks, patents or applications therefor and all licenses and other rights related thereto which are used solely in the Golf Business, except for any name or mark xxxtaining the name "Brunswick" or any derivation thereof whether in English or another language. To the best of Brunswick's knowledge, Brunswick owns or possesses adequate licenses or other rights to use the Golf Intangible Assets, and the same are sufficient to conduct the Golf Business as it has been and is now being conducted. To the best knowledge of Brunswick, the operations of the Golf Business do not conflict with or 21 22 infringe, and no one has asserted in writing to Brunswick that such operations conflict with or infringe, any trade namesname, brands and copyrights copyright, service mark, xxademark or patent or any other similar right (whether or not registered and, if applicable, including pending applications for registration"Intangible Rights") owned, Usedpossessed or used by any third party. To the best knowledge of Brunswick, licensed there are no third parties whose operations conflict with or controlled by STF infringe, nor has anyone asserted in writing that such operations conflict with or infringe, any Golf Intangible Assets. The Golf Intangible Assets are owned free and clear of all goodwill associated therewith. STF owns or has the right to use and shall as of the Closing Date own encumbrances or have the right to been duly licensed for use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible rights that are necessary or customarily Used by STF for the ownership, management or operation of its Properties (“Intangible Rights”) including, but not limited to, the Intangible Rights listed in the STF Public Filings or on Schedule 5.15Brunswick. Except as set forth in the STF Public Filings or on said Schedule 5.15(i)4.8, to the best knowledge of STFBrunswick, (i) it is there are no facts which would reasonably serve as a basis of any claim that Brunswick does not have the sole and exclusive owner unrestricted right to use, free of any rights or claims of others, all Golf Intangible Assets in the development, provision, use, sale or other disposition of any or all products or services presently being or contemplated to be, used, furnished or sold in the Golf Business. On the Closing Date all the Golf Intangible Assets shall have been duly transferred to Buyer, so as to vest in Buyer all right, title and interest in and to all of the Intangible Rightstherein, and has the exclusive right Brunswick shall, at its sole expense, make, execute and deliver recordable assignments to use effect 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 evidence such transfers as may be reasonably requested by STF to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against STF asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights and no grounds for any such claims exist; (iv) STF has not made any claim of any violation or infringement by others of any of its Intangible Rights or interests therein and, to the knowledge of STF, no grounds for any such claims exist; (v) STF 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 STF’s 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 STF to lawfully conduct its business as presently being conducted; (vii) no interest in any of STF’s Intangible Rights has been assigned, transferred, licensed or sublicensed by STF to any Person other than the Company; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental Authority, such registrations, filings or issuances are listed in the STF Public Filings or on Schedule 5.15 and were duly made and remain in full force and effect; (ix) to the knowledge of STF, there has not been any act or failure to act by STF or any of 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, STF has adequately safeguarded such information from disclosure; and (xi) all of STF’s current Intangible Rights will remain in full force and effect following the Closing without alteration or impairmentBuyer.