Intangibles/Inventions. Schedule 3.14 identifies (by a summary description) the Intangibles (as defined below) the ownership thereof and, if applicable, WOWFactor's authority for use of the same, which Schedule is complete and correct and encompasses: (A) all United States and foreign patents, trademark and trade name registrations, trademarks and trade names, brandmarks and brand name registrations, servicemarks and servicemark registrations, assumed names and copyrights and copyright registrations, owned in whole or in part or used by WOWFactor, and all applications therefor (collectively, the "Marks"), (B) all inventions, discoveries, improvements, processes, formulae, technology, know-how, processes and other intellectual property, proprietary rights and trade secrets relating to the Business (collectively, the "Inventions") and (C) all licenses and other agreements to which WOWFactor is a party or otherwise bound which relate to any of the Intangibles or the Inventions or WOWFactor's use thereof in connection with the Business (collectively, the "Licenses, and together with the Marks and the Inventions, the "Intangibles"). Neither WOWFactor nor any of the Stockholders has knowledge that any violation(s) of the terms of any of the aforesaid licenses and/or agreements has occurred. Except as disclosed on Schedule 3.14, (A) WOWFactor owns or is authorized to use in connection with the Business all of the Intangibles; (B) no proceedings have been instituted, are pending, or to the best knowledge of the Stockholders, are threatened which challenge the rights of WOWFactor with respect to the Intangibles or its use thereof in connection with the Business and/or the Assets or the validity thereof and, there is no valid basis for any such proceedings; (C) neither WOWFactor's ownership of the Intangibles nor their use thereof in connection with the Business and/or the Assets violates any laws, statutes, ordinances or regulations, or, to the best knowledge of the Stockholders or WOWFactor, has at any time infringed upon or violated any rights of others, or is being infringed by others; (D) none of the Intangibles, or WOWFactor's use thereof in connection with the Business and/or the Assets is subject to any outstanding order, decree, judgment, stipulation or any lien, security interest or other encumbrance; and (E) WOWFactor has not granted any license to third parties with regard to its Intangibles.
Intangibles/Inventions. Schedule 3.14 contains an accurate and complete list of all United States and foreign patents, patent registrations and applications, trade names, techniques, formula, know-how, trademarks, software licenses, service marks, trademark registrations and applications, service mark xxxistrations and applications, and copyright registrations and applications owned (in whole or in part), licensed to any extent or used or anticipated to be used or utilized by Solmecs in the conduct of the Business, whether in the name of Solmecs, any employee or otherwise, together with all correspondence and filings with the United States Patent and Trademark Office or equivalent foreign governmental or administrative office, as are indicated on the Schedule 3.14 (collectively, the "Intellectual Property"). Except as set forth on Schedule 3.14, Solmecs either has full right, title and interest in and to, or possesses the right to use, the Intellectual Property used in the conduct of the Business (including without limitation the exclusive right to use and license the same). Any item constituting part of the Intellectual Property in which Solmecs has an ownership or license interest has been, to the extent indicated on Schedule 3.14, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other governmental entities as are indicated on Schedule 3.14 and such registrations, filing and issuances remain in full force and effect. No claim of infringement or misappropriation of patents, trademarks, trade names, service marks, copyrights or
Intangibles/Inventions. The Quality Disclosure Schedule contains an accurate and complete list of all trade names, trademarks, software licenses, service marks, trademark registrations and applications, service xxxx registrations and applications, and copyright registrations and applications owned (in whole or in part), licensed to any extent or used or anticipated to be used by Quality or the Quality Subsidiaries in the conduct of the Quality Business, whether in the name of Quality, the Quality Subsidiaries, any employee or otherwise (collectively, the "Intellectual Property"). With the exception of commercially available and procured software used by Quality and the Quality Subsidiaries, to the best of the Quality Stockholders' knowledge, Quality and the Quality Subsidiaries have full right, title and interest in and to, or possesses the right to use, the Intellectual Property used in the conduct of the Quality Business (including without limitation the exclusive right to use and license the same). Any item constituting part of the Intellectual Property in which Quality or the Quality Subsidiaries has an ownership or license interest has been, to the extent indicated on the Quality Disclosure Schedule, duly registered with, filed in or issued by, as the case may be, the Xxxxxx Xxxxxx Patent and Trademark Office or such other governmental entities as are indicated on the Quality Disclosure Schedule and such registrations, filing and issuances remain in full force and effect. No claim of infringement or misappropriation of trademarks, trade names, service marks, copyrights or trade secrets of any other person has been made nor, to the best of Quality Stockholders' knowledge, threatened against Quality or the Quality Subsidiaries and, to the best of Quality Stockholders' knowledge, neither Quality nor the Quality Subsidiaries is infringing or misappropriating any trademarks, trade names, service marks, copyrights or trade secrets of any other person. Without limiting any other provisions hereof, neither Quality nor the Quality Subsidiaries has granted any license, franchise or permit to any person to use any of the Intellectual Property of Quality or the Quality Subsidiaries and, to the best of Quality Stockholders' knowledge, no other person has the right to use the same trademarks, service marks or trade names used by Quality or the Quality Subsidiaries or any similar trademarks, service marks or trade names likely to lead to confusion. No proceedings have been instituted, are ...
Intangibles/Inventions. To the Knowledge of WNI, Schedule 3.10 identifies (by a summary description) the following (A) all United States and foreign patents, trademarks and trade name registrations, trademarks and trade names, fictitious names, and service marks and service mxxx registrations, and all applications therefor, which are currently used exclusively in connection with the Domestic Business (collectively, the “Marks”), (B) copyright applications and registrations for works or authorship currently used exclusively in connection with the Domestic Business (collectively, the “Copyrights”), (C) Internet domain names, proprietary 800 and 888 prefix phone numbers, Internet URLs and other similar identifiers and proprietary rights which are currently used exclusively in connection with the Domestic Business (collectively, the “Proprietary Identifiers”), (D) all product formulas for all products currently marketed exclusively in connection with the Domestic Business (“Formulas”) and (E) all licenses and other agreements to which a Seller is a party or otherwise bound which relate to any of the Inventions or a Seller’s use thereof in connection with the Domestic Business (collectively, the “Licenses”, and together with the Marks, Proprietary Identifiers and the Inventions, the “Intangibles”).
Intangibles/Inventions. Synergistic does not own any intellectual property other than its tradename. Synergistic has not granted any license to third parties with regard to any of Synergistic's intellectual property and (a) no proceedings have been instituted, are pending, or are threatened which challenge the rights of Synergistic with respect to its intellectual property, if any, or its use thereof in connection with its business affairs and/or its assets or the validity thereof and, to the best knowledge of Synergistic, there is no valid basis for any such proceedings; (b) neither Synergistic's ownership of any intellectual property nor its use thereof in connection with its business operations and/or its assets violates any laws, statutes, ordinances or regulations, or has at any time infringed upon or violated any rights of others, or is being infringed by others; and (c) neither the intellectual property of Synergistic nor its use thereof in connection with its business operations and/or its assets, is subject to any outstanding order, decree, judgment, stipulation or, except as set forth on Schedule 3.14, any lien, security interest or other encumbrance.
