Common use of Intangibles/Inventions Clause in Contracts

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 identifies (by a summary description) the Intangibles (as defined below) the ownership thereof and, if applicable, WOWFactorRoxy Systems'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 WOWFactorRoxy Systems, 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 Roxy Systems is a party or otherwise bound which relate to any of the Intangibles or the Inventions or WOWFactorRoxy Systems'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) No violations of the terms of any of the aforesaid licenses and/or agreements has have occurred. Except as disclosed on Schedule 3.14, (A) WOWFactor Roxy Systems 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 StockholdersStockholder, are threatened which challenge the rights of WOWFactor Roxy Systems 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 WOWFactorRoxy Systems'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 WOWFactorRoxy Systems'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 Roxy Systems has not granted any license to third parties with regard to its Intangibles.

Intangibles/Inventions. Schedule 3.14 3.11 identifies (by a summary description) the Intangibles (as defined below) the ownership thereof and, if applicable, WOWFactorSeller'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 WOWFactorSeller, 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 Seller is a party or otherwise bound which relate to any of the Intangibles or the Inventions or WOWFactorSeller'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 To the best of the Stockholders has knowledge that any violation(s) Seller's knowledge, no violations of the terms of any of the aforesaid licenses and/or agreements has have occurred. Except as disclosed on Schedule 3.143.11, (A) WOWFactor Seller 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 StockholdersShareholers, are is threatened which challenge the rights of WOWFactor Seller with respect to the Intangibles or its use thereof in connection with the Business and/or the Purchased Assets or the validity thereof and, there is no valid basis for any such proceedingsproceedings except as would not, in the aggregate, have a material adverse effect on the Business; (C) neither WOWFactorSeller's ownership of the Intangibles nor their use thereof in connection with the Business and/or the Purchased Assets violates violates, to the best of Shareholders' knowledge, 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 othersothers except as would not, in the aggregate, have a material adverse effect on the Business; (D) none of the Intangibles, or WOWFactorSeller's use thereof in connection with the Business and/or the Purchased Assets is subject to any outstanding order, decree, judgment, stipulation or any lien, security interest or other encumbranceencumbrance except as would not, in the aggregate, have a material adverse effect on the Business; and (E) WOWFactor Seller has not granted any license to third parties with regard to its Intangibles.

Intangibles/Inventions. Schedule 3.14 SCHEDULE 4.15 identifies (by a summary description) the Intangibles (as defined below) ), the ownership thereof and, if applicable, WOWFactorSeller's authority for use of the same, which Schedule is complete and correct in all material respects and encompasses: (A) all United States and foreign patents, trademark trademarks 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 WOWFactorSeller, and all applications therefor (collectively, the "Marks"), (B) all domain names, fictitious and d.b.a. names, proprietary 800 and 888 prefix phone numbers, Internet URLs and other similar identifiers and proprietary rights owned or used by Seller (collectively, the "Proprietary Identifiers"), (C) 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 (CD) all licenses and other agreements to which WOWFactor Seller is a party or otherwise bound which relate to any of the Intangibles or the Inventions or WOWFactorSeller's use thereof in connection with the Business (collectively, the "Licenses", and together with the Marks Marks, Proprietary Identifiers and the Inventions, the "Intangibles"). Neither WOWFactor nor Seller is not in breach or violation of, and to Seller's and the Principal Stockholders' knowledge, no other party thereto is in breach or violation of, any of the Stockholders has knowledge that any violation(s) of the terms of any of the aforesaid licenses and/or agreements has occurredagreements. Except as disclosed on Schedule 3.14SCHEDULE 4.15, (A1) WOWFactor Seller owns or is authorized to use in connection with the Business all of the Intangibles; (B2) no proceedings have been instituted, are pendingpending or threatened, or to the best knowledge of the Stockholders, are threatened which challenge the rights of WOWFactor Seller with respect to the Intangibles or its use thereof in connection with the Business and/or the Purchased Assets or the validity thereof andthereof, and there is no valid basis for any such proceedingsproceedings with respect to Intangibles owned by Seller, and there is no valid basis for any such proceedings with respect to Intangibles used by Seller pursuant to a License; (C3) neither WOWFactorSeller's ownership of the Intangibles owned or purported to be owned by it nor their the use thereof of such Intangibles in connection with the Business and/or the Purchased 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 or, to Seller's and the Principal Stockholders' knowledge, is being infringed by others; (D4) none of the Intangibles, or WOWFactorSeller's use thereof in connection with the Business and/or the Assets Purchased Assets, is subject to any outstanding order, decree, judgment, stipulation or any lien, security interest or other encumbrance; Lien and (E5) WOWFactor Seller has not granted any license to any third parties party with regard to its Intangibles.

Intangibles/Inventions. Schedule 3.14 3.11 identifies (by a summary description) the Intangibles (as defined below) Intangibles, the ownership thereof and, if applicable, WOWFactorTTIS'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, Marks owned in whole or in part or used by WOWFactorTTIS, and all applications therefor (collectively, the "Marks")therefor, (B) all inventions, discoveries, improvements, processes, formulae, technology, know-how, processes and other intellectual property, proprietary rights and trade secrets relating to the Business business of TTIS (collectively, the "Inventions") and (C) all licenses and other agreements to which WOWFactor TTIS is a party or otherwise bound which relate to any of the TTIS Intangibles or the TTIS Inventions or WOWFactorTTIS's use thereof in connection with the Business (collectively, the "TTIS Licenses, and together with the Marks and the TTIS Inventions, the "TTIS Intangibles"). Neither WOWFactor nor any of the Stockholders has knowledge that any violation(s) No violations of the terms of any of the aforesaid licenses and/or agreements has have occurred. Except as disclosed on Schedule 3.143.11, (A) WOWFactor TTIS owns or is authorized to use in connection with the Business its business all of the TTIS Intangibles; (B) no proceedings have been instituted, are pending, or to the best knowledge of the StockholdersTTIS, are threatened which challenge the rights of WOWFactor TTIS with respect to the TTIS Intangibles or its use thereof in connection with the Business and/or the Assets business operations of TTIS or the validity thereof and, there is no valid basis for any such proceedings; (C) neither WOWFactorTTIS's ownership of the TTIS Intangibles nor their its use thereof in connection with the Business and/or the Assets its business operations 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 TTIS Intangibles, or WOWFactorTTIS's use thereof in connection with the Business and/or the Assets its business operations is subject to any outstanding order, decree, judgment, stipulation or any lien, security interest or other encumbrance; and (E) WOWFactor TTIS has not granted any license to third parties with regard to its it the TTIS Intangibles.

Intangibles/Inventions. Schedule 3.14 2.15 identifies (by a summary description) the Intangibles (as defined below) ), the ownership thereof and, if applicable, WOWFactorJAG'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, (collectively, the "Marks") owned in whole or in part or used by WOWFactorJAG, and all applications therefor (collectively, the "Marks")therefor, (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 JAG is a party or otherwise bound which relate to any of the Intangibles or the Inventions or WOWFactorJAG'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) No violations of the terms of any of the aforesaid licenses and/or agreements has have occurred. Except as disclosed on Schedule 3.142.15, (A) WOWFactor JAG 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 JAG and the StockholdersShareholders, are threatened which challenge the rights of WOWFactor JAG 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 WOWFactorJAG'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 WOWFactorJAG'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 JAG has not granted any license to third parties with regard to its Intangibles.

Intangibles/Inventions. Schedule 3.14 2.15 identifies (by a summary description) the Intangibles (as defined below) the ownership thereof and, if applicable, WOWFactorCreative'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 WOWFactorCreative, 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 Creative is a party or otherwise bound which relate to any of the Intangibles or the Inventions or WOWFactorCreative'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) No violations of the terms of any of the aforesaid licenses and/or agreements has have occurred. Except as disclosed on Schedule 3.142.15, (A) WOWFactor Creative 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 StockholdersShareholders, are threatened which challenge the rights of WOWFactor Creative with respect to the Intangibles or its their 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 WOWFactorCreative'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 WOWFactorCreative'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 Creative has not granted any license to third parties with regard to its Intangibles.

Intangibles/Inventions. Schedule 3.14 2.12 identifies (by a summary description) the Intangibles (as defined below) ), the ownership thereof and, if applicable, WOWFactor's TDK’s and/or its Subsidiary’s authority for use of the same, which Schedule is complete and correct in all material respects and encompasses: (A) all United States and foreign patents, trademark trademarks 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 WOWFactorTDK or its Subsidiary, and all applications therefor (collectively, the "“Marks"”), (B) all domain names, fictitious and d.b.a. names, proprietary 800 and 888 prefix phone numbers, Internet URLs and other similar identifiers and proprietary rights owned or used by TDK or its Subsidiary (collectively, the “Proprietary Identifiers”), (C) 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 (CD) all licenses and other agreements to which WOWFactor TDK or its Subsidiary is a party or otherwise bound which relate to any of the Intangibles or the Inventions or WOWFactor's TDK’s or its Subsidiary’s use thereof in connection with the Business (collectively, the "“Licenses, and together with the Marks Marks, Proprietary Identifiers and the Inventions, the "“Intangibles"”). Neither WOWFactor TDK nor its Subsidiary is in breach or violation of, and to TDK’s Knowledge, no other party thereto is in breach or violation of, any of the Stockholders has knowledge that any violation(s) of the terms of any of the aforesaid licenses and/or agreements has occurredagreements. Except as disclosed on Schedule 3.142.12, (A1) WOWFactor TDK owns or is authorized to use in connection with the Business all of the Intangibles; (B2) no proceedings have been instituted, are pending, or to the best knowledge of the StockholdersTDK’s Knowledge, are threatened threatened, which challenge the rights of WOWFactor TDK or its Subsidiary with respect to the Intangibles or its use thereof in connection with the Business and/or the Assets or the validity thereof andthereof, and there is no valid basis for any such proceedings with respect to Intangibles owned by TDK or its Subsidiary, and to TDK’s Knowledge, there is no valid basis for any such proceedingsproceedings with respect to Intangibles used by TDK or its Subsidiary pursuant to a License; (C3) neither WOWFactor's TDK’s nor its Subsidiary’s ownership of the Intangibles owned or purported to be owned by any of them nor their the use thereof of such Intangibles in connection with the Business and/or the Assets violates any laws, statutes, ordinances or regulations, or, except in each case to the best knowledge of the Stockholders extent that such ownership or WOWFactoruse could not reasonably be expected to have a Material Adverse Effect, or has at any time infringed upon or violated any rights of others, or or, to TDK’s Knowledge, is being infringed by others; (D4) none of the Intangibles, or WOWFactor's TDK’s or its Subsidiary’s use thereof in connection with the Business and/or the Assets Assets, is subject to any outstanding order, decree, judgment, stipulation or any lien, security interest or other encumbrance, other than the existing lien in favor of Parent; and (E5) WOWFactor neither TDK nor its Subsidiary has not granted any license to third parties with regard to its Intangibles.

Intangibles/Inventions. Schedule 3.14 identifies (by a summary description) the Intangibles (as defined below) the ownership thereof and, if applicable, WOWFactorSeller'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 WOWFactorSeller, 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 Seller is a party or otherwise bound which relate to any of the Intangibles or the Inventions or WOWFactorSeller'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) No violations of the terms of any of the aforesaid licenses and/or agreements has have occurred. Except as disclosed on Schedule 3.14, (A) WOWFactor Seller 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 StockholdersStockholder, are threatened which challenge the rights of WOWFactor Seller with respect to the Intangibles or its use thereof in connection with the Business and/or the Purchased Assets or the validity thereof and, there is no valid basis for any such proceedings; (C) neither WOWFactorSeller's ownership of the Intangibles nor their use thereof in connection with the Business and/or the Purchased Assets violates violates, to the best of Stockholder's knowledge, 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 WOWFactorSeller's use thereof in connection with the Business and/or the Purchased Assets is subject to any outstanding order, decree, judgment, stipulation or any lien, security interest or other encumbrance; and (E) WOWFactor Seller has not granted any license to third parties with regard to its Intangibles.

Intangibles/Inventions. Schedule 3.14 SCHEDULE 3.12 identifies (by a summary description) the Intangibles (as defined below) ), the ownership thereof and, if applicable, WOWFactorWEC's authority for use of the same, which Schedule is complete and correct and encompasses: (Aa) 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 copy rights and copyright registrations, owned in whole or in part or used by WOWFactorWEC, and all applications therefor (collectively, the "Marks"), (Bb) 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 (Cc) all licenses and other agreements to which WOWFactor WEC is a party or otherwise bound which relate to any of the Intangibles or the Inventions or WOWFactorWEC'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) No violations of the terms of any of the aforesaid licenses and/or agreements have occurred. Prior to the date hereof, all of the Selling Stockholders transferred to WEC all of their respective rights, title and interests in and to the ideas, technology and inventions relating to the Business, including without limitation, the Marks, Inventions and Intangibles, and no other party (except WEC) has occurredany rights in respect thereof. Except as disclosed on Schedule 3.14SCHEDULE 3.12, (A1) WOWFactor WEC owns or is authorized to use in connection with the Business all of the Intangibles; (B2) no proceedings have been instituted, are pending, or to the best knowledge of the Selling Stockholders, are threatened which challenge the rights of WOWFactor WEC 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; (C3) neither WOWFactorWEC's ownership of the Intangibles nor their its 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; (D4) none of the Intangibles, or WOWFactorWEC'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.security

Intangibles/Inventions. Schedule 3.14 2.15 identifies (by a summary description) the Intangibles (as defined below) the ownership thereof and, if applicable, WOWFactorTalonsoft'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 WOWFactorTalonsoft, 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 Talonsoft is a party or otherwise bound which relate to any of the Intangibles or the Inventions or WOWFactorTalonsoft'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) No violations of the terms of any of the aforesaid licenses and/or agreements has have occurred. Except as disclosed on Schedule 3.142.15, (A) WOWFactor Talonsoft 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 Talonsoft and the StockholdersShareholders, are threatened which challenge the rights of WOWFactor Talonsoft 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 WOWFactorTalonsoft'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 WOWFactorTalonsoft'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 Talonsoft has not granted any license to third parties with regard to its Intangibles.

Intangibles/Inventions. Schedule 3.14 SCHEDULE 2.15 identifies (by a summary description) the eDiets Intangibles (as defined below) the ownership thereof and, if applicable, WOWFactor's eDiets' 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 registrationsregistrations (collectively, the "eDiets Marks"), owned in whole or in part or used by WOWFactoreDiets, and all applications therefor therefor, (collectivelyB) all domain names, fictitious and d.b.a names, proprietary "800" and "888" prefix phone numbers, internet URLS and other similar identifier and proprietary rights owned or used by eDiets (collectively the "MarkseDiets Internet Intangibles"), (BC) all inventions, discoveries, improvements, processes, formulae, technology, know-how, processes and other intellectual property, proprietary rights and trade secrets relating to the eDiets Business (collectively, the "eDiets Inventions") and (CD) all licenses and other agreements to which WOWFactor eDiets is a party or otherwise bound which relate to any of the eDiets Intangibles or the eDiets Inventions or WOWFactor's eDiets' use thereof in connection with the eDiets Business (collectively, the "eDiets Licenses", and together with the Marks eDiets Marks, the eDiets Internet Intangibles and the eDiets Inventions, the "eDiets Intangibles"). Neither WOWFactor nor No violations in any of the Stockholders has knowledge that any violation(s) material respect of the terms of any of the aforesaid licenses and/or agreements has have occurred. Except as disclosed on Schedule 3.14SCHEDULE 2.15, (A) WOWFactor eDiets owns or is authorized to use in connection with the eDiets Business all of the Intangibles; (B) no proceedings have been instituted, are pending, pending or to the best actual knowledge of eDiets and the Stockholders, Shareholder are threatened which challenge the rights of WOWFactor eDiets with respect to the eDiets Intangibles or its use thereof in connection with the eDiets Business and/or the eDiets Assets or the validity thereof and, there is no valid basis for any such proceedings; (C) based on the actual knowledge of eDiets and the Shareholder, neither WOWFactor's eDiets' ownership of the eDiets Intangibles nor their use thereof in connection with the eDiets Business and/or the eDiets 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 eDiets' use thereof in connection with the eDiets Business and/or the eDiets Assets is subject to any outstanding order, decree, judgment, stipulation or any lien, security interest or other encumbrance; and (E) WOWFactor eDiets has not granted any license to third parties with regard to its the eDiets Intangibles.

Intangibles/Inventions. Schedule SCHEDULE 3.14 identifies (by a summary description) the Olas Intangibles (as defined below) the ownership thereof and, if applicable, WOWFactorOlas and/or Subsidiary'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 registrationsregistrations (collectively, the "Olas Marks"), owned in whole or in part or used by WOWFactorOlas or Subsidiary, and all applications therefor therefor, (collectivelyB) all domain names, fictitious and d.b.a names, proprietary "800" and "888" prefix phone numbers, internet URLS and other similar identifier and proprietary rights owned or used by Olas or Subsidiary (collectively the "MarksOlas Internet Intangibles"), (BC) all inventions, discoveries, improvements, processes, formulae, technology, know-how, processes and other intellectual property, proprietary rights and trade secrets relating to the Olas Business (collectively, the "Olas Inventions") and (CD) all licenses and other agreements to which WOWFactor Olas or Subsidiary is a party or otherwise bound which relate to any of the Olas Intangibles or the Olas Inventions or WOWFactorOlas' and/or Subsidiary's use thereof in connection with the Olas Business (collectively, the "Olas Licenses, and together with the Marks Olas Marks, the Olas Internet Intangibles and the Olas Inventions, the "Olas Intangibles"). Neither WOWFactor nor No violations in any of the Stockholders has knowledge that any violation(s) material respect of the terms of any of the aforesaid licenses and/or agreements has have occurred. Except as disclosed on Schedule SCHEDULE 3.14, (A) WOWFactor Olas and/or Subsidiary, as the case may be, owns or is authorized to use in connection with the Olas Business all of the Olas Intangibles; (B) no proceedings have been instituted, are pending, pending or to the best actual knowledge of the Stockholders, Olas or Subsidiary are threatened which challenge the rights of WOWFactor Olas or Subsidiary with respect to the Olas Intangibles or its their use thereof in connection with the Olas Business and/or the Olas Assets or the validity thereof and, there is no valid basis for any such proceedings; (C) neither WOWFactorOlas nor Subsidiary's ownership of the Olas Intangibles nor their use thereof in connection with the Olas Business and/or the Olas -20- Assets violates any laws, statutes, ordinances or regulations, or, to based upon the best actual knowledge of the Stockholders or WOWFactorOlas and Subsidiary, has at any time infringed upon or violated any rights of others, or is being infringed by others; (D) none of the Olas Intangibles, or WOWFactorOlas' or Subsidiary's use thereof in connection with the Olas Business and/or the Olas Assets is subject to any outstanding order, decree, judgment, stipulation or any lien, security interest or other encumbrance; and (E) WOWFactor neither Olas nor Subsidiary has not granted any license to third parties with regard to its the Olas Intangibles.

Intangibles/Inventions. Schedule 3.14 2.15 identifies (by a summary description) the Intangibles (as defined below) the ownership thereof and, if applicable, WOWFactorInventory'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 part, licensed, or used by WOWFactorInventory, 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 Inventory is a party or otherwise bound which relate to any of the Intangibles or the Inventions or WOWFactorInventory'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) No violations of the terms of any of the aforesaid licenses and/or agreements has have occurred. Except as disclosed on Schedule 3.142.15, (A) WOWFactor Inventory 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 StockholdersShareholders, are threatened which challenge the rights of WOWFactor Inventory with respect to the Intangibles or its their 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 WOWFactorInventory'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 WOWFactorInventory'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 Inventory has not granted any license to third parties with regard to its Intangibles.