Common use of Intangibles/Inventions Clause in Contracts

Intangibles/Inventions. Schedule 3.11 identifies (by a summary description) the Intangibles, the ownership thereof and, if applicable, TTIS's authority for use of the same, which Schedule is complete and correct and encompasses: (A) all Marks owned in whole or in part or used by TTIS, and all applications 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 of TTIS (collectively, the "Inventions") and (C) all licenses and other agreements to which TTIS is a party or otherwise bound which relate to any of the TTIS Intangibles or the TTIS Inventions or TTIS's use thereof in connection with the Business (collectively, the "TTIS Licenses, and together with the Marks and the TTIS Inventions, the "TTIS Intangibles"). No violations of the terms of any of the aforesaid licenses and/or agreements have occurred. Except as disclosed on Schedule 3.11, (A) TTIS owns or is authorized to use in connection with its business all of the TTIS Intangibles; (B) no proceedings have been instituted, are pending, or to the best knowledge of TTIS, are threatened which challenge the rights of TTIS with respect to the TTIS Intangibles or its use thereof in connection with the business operations of TTIS or the validity thereof and, there is no valid basis for any such proceedings; (C) neither TTIS's ownership of the TTIS Intangibles nor its use thereof in connection with its business operations 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; (D) none of the TTIS Intangibles, or TTIS's use thereof in connection with its business operations is subject to any outstanding order, decree, judgment, stipulation or any lien, security interest or other encumbrance; and (E) TTIS has not granted any license to third parties with regard to it the TTIS Intangibles.

Intangibles/Inventions. Schedule 3.11 SCHEDULE 4.15 identifies (by a summary description) the IntangiblesIntangibles (as defined below), the ownership thereof and, if applicable, TTISSeller's authority for use of the same, which Schedule is complete and correct in all material respects and encompasses: (A) all Marks United States and foreign patents, 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 TTISSeller, and all applications therefortherefor (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 of TTIS Business (collectively, the "Inventions") ), and (CD) all licenses and other agreements to which TTIS Seller is a party or otherwise bound which relate to any of the TTIS Intangibles or the TTIS Inventions or TTISSeller's use thereof in connection with the Business (collectively, the "TTIS Licenses", and together with the Marks Marks, Proprietary Identifiers and the TTIS Inventions, the "TTIS Intangibles"). No violations 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 terms of any of the aforesaid licenses and/or agreements have occurredagreements. Except as disclosed on Schedule 3.11SCHEDULE 4.15, (A1) TTIS Seller owns or is authorized to use in connection with its business the Business all of the TTIS Intangibles; (B2) no proceedings have been instituted, are pendingpending or threatened, or to the best knowledge of TTIS, are threatened which challenge the rights of TTIS Seller with respect to the TTIS Intangibles or its use thereof in connection with the business operations of TTIS 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 TTISSeller's ownership of the TTIS Intangibles owned or purported to be owned by it nor its the use thereof of such Intangibles in connection with its business operations the Business and/or the Purchased Assets violates any laws, statutes, ordinances or regulations, or 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 TTIS Intangibles, or TTISSeller's use thereof in connection with its business operations the Business and/or the Purchased Assets, is subject to any outstanding order, decree, judgment, stipulation or any lien, security interest or other encumbrance; Lien and (E5) TTIS Seller has not granted any license to any third parties party with regard to it the TTIS its Intangibles.

Intangibles/Inventions. Schedule 3.11 3.14 identifies (by a summary description) the Intangibles, Intangibles (as defined below) the ownership thereof and, if applicable, TTISWOWFactor's authority for use of the same, which Schedule is complete and correct and encompasses: (A) all Marks 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 TTISWOWFactor, and all applications therefortherefor (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 of TTIS Business (collectively, the "Inventions") and (C) all licenses and other agreements to which TTIS WOWFactor is a party or otherwise bound which relate to any of the TTIS Intangibles or the TTIS Inventions or TTISWOWFactor's use thereof in connection with the Business (collectively, the "TTIS Licenses, and together with the Marks and the TTIS Inventions, the "TTIS Intangibles"). No violations 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 have has occurred. Except as disclosed on Schedule 3.113.14, (A) TTIS WOWFactor owns or is authorized to use in connection with its business the Business all of the TTIS Intangibles; (B) no proceedings have been instituted, are pending, or to the best knowledge of TTISthe Stockholders, are threatened which challenge the rights of TTIS WOWFactor with respect to the TTIS Intangibles or its use thereof in connection with the business operations of TTIS Business and/or the Assets or the validity thereof and, there is no valid basis for any such proceedings; (C) neither TTISWOWFactor's ownership of the TTIS Intangibles nor its their use thereof in connection with its business operations 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 TTIS Intangibles, or TTISWOWFactor's use thereof in connection with its business operations 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) TTIS WOWFactor has not granted any license to third parties with regard to it the TTIS its Intangibles.

Intangibles/Inventions. Schedule 3.11 SCHEDULE 3.12 identifies (by a summary description) the IntangiblesIntangibles (as defined below), the ownership thereof and, if applicable, TTISWEC's authority for use of the same, which Schedule is complete and correct and encompasses: : (Aa) all Marks 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 copy rights and copyright registrations, owned in whole or in part or used by TTISWEC, and all applications therefortherefor (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 of TTIS Business (collectively, the "Inventions") and (Cc) all licenses and other agreements to which TTIS WEC is a party or otherwise bound which relate to any of the TTIS Intangibles or the TTIS Inventions or TTISWEC's use thereof in connection with the Business (collectively, the "TTIS Licenses, and together with the Marks and the TTIS Inventions, the "TTIS Intangibles"). 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 any rights in respect thereof. Except as disclosed on Schedule 3.11SCHEDULE 3.12, (A1) TTIS WEC owns or is authorized to use in connection with its business the Business all of the TTIS Intangibles; (B2) no proceedings have been instituted, are pending, or to the best knowledge of TTISthe Selling Stockholders, are threatened which challenge the rights of TTIS WEC with respect to the TTIS Intangibles or its use thereof in connection with the business operations of TTIS Business and/or the Assets or the validity thereof and, there is no valid basis for any such proceedings; (C3) neither TTISWEC's ownership of the TTIS Intangibles nor its use thereof in connection with its business operations the Business and/or the 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; (D4) none of the TTIS Intangibles, or TTISWEC's use thereof in connection with its business operations 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) TTIS has not granted any license to third parties with regard to it the TTIS Intangibles.security

Intangibles/Inventions. Schedule 3.11 3.14 identifies (by a summary description) the Intangibles, Intangibles (as defined below) the ownership thereof and, if applicable, TTISSeller's authority for use of the same, which Schedule is complete and correct and encompasses: (A) all Marks 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 TTISSeller, and all applications therefortherefor (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 of TTIS Business (collectively, the "Inventions") and (C) all licenses and other agreements to which TTIS Seller is a party or otherwise bound which relate to any of the TTIS Intangibles or the TTIS Inventions or TTISSeller's use thereof in connection with the Business (collectively, the "TTIS Licenses", and together with the Marks and the TTIS Inventions, the "TTIS Intangibles"). No violations of the terms of any of the aforesaid licenses and/or agreements have occurred. Except as disclosed on Schedule 3.113.14, (A) TTIS Seller owns or is authorized to use in connection with its business the Business all of the TTIS Intangibles; (B) no proceedings have been instituted, are pending, or to the best knowledge of TTISthe Stockholder, are threatened which challenge the rights of TTIS Seller with respect to the TTIS Intangibles or its use thereof in connection with the business operations of TTIS Business and/or the Purchased Assets or the validity thereof and, there is no valid basis for any such proceedings; (C) neither TTISSeller's ownership of the TTIS Intangibles nor its their use thereof in connection with its business operations violates the Business and/or the Purchased Assets violates, to the best of Stockholder's knowledge, 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; (D) none of the TTIS Intangibles, or TTISSeller's use thereof in connection with its business operations 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) TTIS Seller has not granted any license to third parties with regard to it the TTIS its Intangibles.

Intangibles/Inventions. Schedule 3.11 SCHEDULE 3.14 identifies (by a summary description) the Intangibles, Olas Intangibles (as defined below) the ownership thereof and, if applicable, TTISOlas and/or Subsidiary's authority for use of the same, which Schedule is complete and correct and encompasses: (A) all Marks 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 "Olas Marks"), owned in whole or in part or used by TTISOlas or Subsidiary, and all applications therefor, (B) 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 "Olas Internet Intangibles"), (C) all inventions, discoveries, improvements, processes, formulae, technology, know-how, processes and other intellectual property, proprietary rights and trade secrets relating to the business of TTIS Olas Business (collectively, the "Olas Inventions") and (CD) all licenses and other agreements to which TTIS Olas or Subsidiary is a party or otherwise bound which relate to any of the TTIS Olas Intangibles or the TTIS Olas Inventions or TTISOlas' and/or Subsidiary's use thereof in connection with the Olas Business (collectively, the "TTIS Olas Licenses, and together with the Marks Olas Marks, the Olas Internet Intangibles and the TTIS Olas Inventions, the "TTIS Olas Intangibles"). No violations in any material respect of the terms of any of the aforesaid licenses and/or agreements have occurred. Except as disclosed on Schedule 3.11SCHEDULE 3.14, (A) TTIS Olas and/or Subsidiary, as the case may be, owns or is authorized to use in connection with its business the Olas Business all of the TTIS Olas Intangibles; (B) no proceedings have been instituted, are pending, pending or to the best actual knowledge of TTIS, Olas or Subsidiary are threatened which challenge the rights of TTIS Olas or Subsidiary with respect to the TTIS Olas Intangibles or its their use thereof in connection with the business operations of TTIS Olas Business and/or the Olas Assets or the validity thereof and, there is no valid basis for any such proceedings; (C) neither TTIS's ownership of the TTIS Intangibles nor its use thereof in connection with its business operations 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; (D) none of the TTIS Intangibles, or TTIS's use thereof in connection with its business operations is subject to any outstanding order, decree, judgment, stipulation or any lien, security interest or other encumbrance; and (E) TTIS has not granted any license to third parties with regard to it the TTIS Intangibles.;

Intangibles/Inventions. Schedule 3.11 SCHEDULE 2.15 identifies (by a summary description) the Intangibles, eDiets Intangibles (as defined below) the ownership thereof and, if applicable, TTIS's eDiets' authority for use of the same, which Schedule is complete and correct and encompasses: (A) all Marks 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 "eDiets Marks"), owned in whole or in part or used by TTISeDiets, and all applications therefor, (B) 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 "eDiets Internet Intangibles"), (C) all inventions, discoveries, improvements, processes, formulae, technology, know-how, processes and other intellectual property, proprietary rights and trade secrets relating to the business of TTIS eDiets Business (collectively, the "eDiets Inventions") and (CD) all licenses and other agreements to which TTIS eDiets is a party or otherwise bound which relate to any of the TTIS eDiets Intangibles or the TTIS eDiets Inventions or TTIS's eDiets' use thereof in connection with the eDiets Business (collectively, the "TTIS eDiets Licenses", and together with the Marks eDiets Marks, the eDiets Internet Intangibles and the TTIS eDiets Inventions, the "TTIS eDiets Intangibles"). No violations in any material respect of the terms of any of the aforesaid licenses and/or agreements have occurred. Except as disclosed on Schedule 3.11SCHEDULE 2.15, (A) TTIS eDiets owns or is authorized to use in connection with its business the eDiets Business all of the TTIS Intangibles; (B) no proceedings have been instituted, are pending, pending or to the best actual knowledge of TTIS, eDiets and the Shareholder are threatened which challenge the rights of TTIS eDiets with respect to the TTIS eDiets Intangibles or its use thereof in connection with the business operations of TTIS 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 TTIS's eDiets' ownership of the TTIS eDiets Intangibles nor its their use thereof in connection with its business operations the eDiets Business and/or the eDiets 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; (D) none of the TTIS Intangibles, or TTIS's eDiets' use thereof in connection with its business operations 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) TTIS eDiets has not granted any license to third parties with regard to it the TTIS eDiets Intangibles.

Intangibles/Inventions. Schedule 3.11 2.15 identifies (by a summary description) the Intangibles, Intangibles (as defined below) the ownership thereof and, if applicable, TTISCreative's authority for use of the same, which Schedule is complete and correct and encompasses: (A) all Marks 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 TTISCreative, and all applications therefortherefor (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 of TTIS Business (collectively, the "Inventions") and (C) all licenses and other agreements to which TTIS Creative is a party or otherwise bound which relate to any of the TTIS Intangibles or the TTIS Inventions or TTISCreative's use thereof in connection with the Business (collectively, the "TTIS Licenses, and together with the Marks and the TTIS Inventions, the "TTIS Intangibles"). No violations of the terms of any of the aforesaid licenses and/or agreements have occurred. Except as disclosed on Schedule 3.112.15, (A) TTIS Creative owns or is authorized to use in connection with its business the Business all of the TTIS Intangibles; (B) no proceedings have been instituted, are pending, or to the best knowledge of TTISthe Shareholders, are threatened which challenge the rights of TTIS Creative with respect to the TTIS Intangibles or its their use thereof in connection with the business operations of TTIS Business and/or the Assets or the validity thereof and, there is no valid basis for any such proceedings; (C) neither TTISCreative's ownership of the TTIS Intangibles nor its their use thereof in connection with its business operations the Business and/or the 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; (D) none of the TTIS Intangibles, or TTISCreative's use thereof in connection with its business operations 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) TTIS Creative has not granted any license to third parties with regard to it the TTIS its Intangibles.

Intangibles/Inventions. Schedule 3.11 2.15 identifies (by a summary description) the Intangibles, Intangibles (as defined below) the ownership thereof and, if applicable, TTISTalonsoft's authority for use of the same, which Schedule is complete and correct and encompasses: (A) all Marks 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 TTISTalonsoft, and all applications therefortherefor (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 of TTIS Business (collectively, the "Inventions") and (C) all licenses and other agreements to which TTIS Talonsoft is a party or otherwise bound which relate to any of the TTIS Intangibles or the TTIS Inventions or TTISTalonsoft's use thereof in connection with the Business (collectively, the "TTIS Licenses, and together with the Marks and the TTIS Inventions, the "TTIS Intangibles"). No violations of the terms of any of the aforesaid licenses and/or agreements have occurred. Except as disclosed on Schedule 3.112.15, (A) TTIS Talonsoft owns or is authorized to use in connection with its business the Business all of the TTIS Intangibles; (B) no proceedings have been instituted, are pending, or to the best knowledge of TTISTalonsoft and the Shareholders, are threatened which challenge the rights of TTIS Talonsoft with respect to the TTIS Intangibles or its use thereof in connection with the business operations of TTIS Business and/or the Assets or the validity thereof and, there is no valid basis for any such proceedings; (C) neither TTISTalonsoft's ownership of the TTIS Intangibles nor its their use thereof in connection with its business operations the Business and/or the 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; (D) none of the TTIS Intangibles, or TTISTalonsoft's use thereof in connection with its business operations 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) TTIS Talonsoft has not granted any license to third parties with regard to it the TTIS its Intangibles.

Intangibles/Inventions. Schedule 3.11 identifies (by a summary description) the Intangibles, Intangibles (as defined below) the ownership thereof and, if applicable, TTISSeller's authority for use of the same, which Schedule is complete and correct and encompasses: (A) all Marks 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 TTISSeller, and all applications therefortherefor (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 of TTIS Business (collectively, the "Inventions") and (C) all licenses and other agreements to which TTIS Seller is a party or otherwise bound which relate to any of the TTIS Intangibles or the TTIS Inventions or TTISSeller's use thereof in connection with the Business (collectively, the "TTIS Licenses", and together with the Marks and the TTIS Inventions, the "TTIS Intangibles"). No To the best of Seller's knowledge, no violations of the terms of any of the aforesaid licenses and/or agreements have occurred. Except as disclosed on Schedule 3.11, (A) TTIS Seller owns or is authorized to use in connection with its business the Business all of the TTIS Intangibles; (B) no proceedings have been instituted, are pending, or to the best knowledge of TTISthe Shareholers, are is threatened which challenge the rights of TTIS Seller with respect to the TTIS Intangibles or its use thereof in connection with the business operations of TTIS 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 TTISSeller's ownership of the TTIS Intangibles nor its their use thereof in connection with its business operations violates the Business and/or the Purchased Assets violates, to the best of Shareholders' knowledge, any laws, statutes, ordinances or regulations, or 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 TTIS Intangibles, or TTISSeller's use thereof in connection with its business operations 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) TTIS Seller has not granted any license to third parties with regard to it the TTIS its Intangibles.

Intangibles/Inventions. Schedule 3.11 2.15 identifies (by a summary description) the Intangibles, Intangibles (as defined below) the ownership thereof and, if applicable, TTISInventory's authority for use of the same, which Schedule is complete and correct and encompasses: (A) all Marks 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 TTISInventory, and all applications therefortherefor (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 of TTIS Business (collectively, the "Inventions") and (C) all licenses and other agreements to which TTIS Inventory is a party or otherwise bound which relate to any of the TTIS Intangibles or the TTIS Inventions or TTISInventory's use thereof in connection with the Business (collectively, the "TTIS Licenses, and together with the Marks and the TTIS Inventions, the "TTIS Intangibles"). No violations of the terms of any of the aforesaid licenses and/or agreements have occurred. Except as disclosed on Schedule 3.112.15, (A) TTIS Inventory owns or is authorized to use in connection with its business the Business all of the TTIS Intangibles; (B) no proceedings have been instituted, are pending, or to the best knowledge of TTISthe Shareholders, are threatened which challenge the rights of TTIS Inventory with respect to the TTIS Intangibles or its their use thereof in connection with the business operations of TTIS Business and/or the Assets or the validity thereof and, there is no valid basis for any such proceedings; (C) neither TTISInventory's ownership of the TTIS Intangibles nor its their use thereof in connection with its business operations the Business and/or the 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; (D) none of the TTIS Intangibles, or TTISInventory's use thereof in connection with its business operations 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) TTIS Inventory has not granted any license to third parties with regard to it the TTIS its Intangibles.

Intangibles/Inventions. Schedule 3.11 3.14 identifies (by a summary description) the Intangibles, Intangibles (as defined below) the ownership thereof and, if applicable, TTISRoxy Systems's authority for use of the same, which Schedule is complete and correct and encompasses: (A) all Marks 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 TTISRoxy Systems, and all applications therefortherefor (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 of TTIS Business (collectively, the "Inventions") and (C) all licenses and other agreements to which TTIS Roxy Systems is a party or otherwise bound which relate to any of the TTIS Intangibles or the TTIS Inventions or TTISRoxy Systems's use thereof in connection with the Business (collectively, the "TTIS Licenses, and together with the Marks and the TTIS Inventions, the "TTIS Intangibles"). No violations of the terms of any of the aforesaid licenses and/or agreements have occurred. Except as disclosed on Schedule 3.113.14, (A) TTIS Roxy Systems owns or is authorized to use in connection with its business the Business all of the TTIS Intangibles; (B) no proceedings have been instituted, are pending, or to the best knowledge of TTISthe Stockholder, are threatened which challenge the rights of TTIS Roxy Systems with respect to the TTIS Intangibles or its use thereof in connection with the business operations of TTIS Business and/or the Assets or the validity thereof and, there is no valid basis for any such proceedings; (C) neither TTISRoxy Systems's ownership of the TTIS Intangibles nor its their use thereof in connection with its business operations the Business and/or the 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; (D) none of the TTIS Intangibles, or TTISRoxy Systems's use thereof in connection with its business operations 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) TTIS Roxy Systems has not granted any license to third parties with regard to it the TTIS its Intangibles.

Intangibles/Inventions. Schedule 3.11 2.15 identifies (by a summary description) the IntangiblesIntangibles (as defined below), the ownership thereof and, if applicable, TTISJAG's authority for use of the same, which Schedule is complete and correct and encompasses: (A) all Marks 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 TTISJAG, and all applications 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 of TTIS Business (collectively, the "Inventions") and (C) all licenses and other agreements to which TTIS JAG is a party or otherwise bound which relate to any of the TTIS Intangibles or the TTIS Inventions or TTISJAG's use thereof in connection with the Business (collectively, the "TTIS Licenses, and together with the Marks and the TTIS Inventions, the "TTIS Intangibles"). No violations of the terms of any of the aforesaid licenses and/or agreements have occurred. Except as disclosed on Schedule 3.112.15, (A) TTIS JAG owns or is authorized to use in connection with its business the Business all of the TTIS Intangibles; (B) no proceedings have been instituted, are pending, or to the best knowledge of TTISJAG and the Shareholders, are threatened which challenge the rights of TTIS JAG with respect to the TTIS Intangibles or its use thereof in connection with the business operations of TTIS Business and/or the Assets or the validity thereof and, there is no valid basis for any such proceedings; (C) neither TTISJAG's ownership of the TTIS Intangibles nor its their use thereof in connection with its business operations the Business and/or the 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; (D) none of the TTIS Intangibles, or TTISJAG's use thereof in connection with its business operations 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) TTIS JAG has not granted any license to third parties with regard to it the TTIS its Intangibles.