Common use of Intellectual Properties Clause in Contracts

Intellectual Properties. In the operation of its business the Company and its Subsidiaries have used, and currently use, domestic and foreign patents, patent applications, patent licenses, software licenses, knowhow licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications, copyright registrations and applications, trade secrets and other confidential proprietary information (collectively the "INTELLECTUAL PROPERTY"). Schedule 3.16 contains an accurate and complete list of all Intellectual Property (other than trade secrets and other confidential information) which is of material importance to the operation of the business of the Company or any of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (or the Subsidiary indicated) owns the entire right, title and interest in and to the Intellectual Property listed on Schedule 3.16 used in the operation of its business (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Intellectual Property which is owned by the Company or a Subsidiary and listed on Schedule 3.16 has been, to the extent indicated in Schedule 3.16, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other government entities, domestic or foreign, as are indicated in Schedule 3.16 and such registrations, filings and issuances remain in full force and effect. To the best knowledge of the Company and the Sellers, except as stated in such Schedule 3.16, there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by the Company or any of its Subsidiaries during the past two years which claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or any of its Subsidiaries of any domestic or foreign patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief of the Company, no reasonable basis upon which a claim may be asserted against the Company or any of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach of any domestic or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of the Company, except as indicated on Schedule 3.16, no Person is infringing the Intellectual Property.

Intellectual Properties. In the operation SCHEDULE 5.23 contains an accurate and complete list of its business the Company and its Subsidiaries have used, and currently use, all domestic and foreign letters patent, patents, patent applications, patent licenses, software licenses, knowhow licenses and know-how licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications, applications and copyright registrations and applications, trade secrets and or other confidential proprietary information (collectively the "INTELLECTUAL PROPERTY"). Schedule 3.16 contains an accurate and complete list of all Intellectual Property (other than trade secrets and other confidential information) which is of material importance to owned or used by Company in the operation of the business of (collectively the "Intellectual Property"). Except as set forth on SCHEDULE 5.23 and except for commercial software licensed for use on personal computers, Company or any of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (or the Subsidiary indicated) owns the entire right, title and interest in and to the Intellectual Property listed on Schedule 3.16 Property, trade secrets and technology used in the operation of its business (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Intellectual Property and trade secrets and technology which is owned by the Company or a Subsidiary and listed on Schedule 3.16 has been, to the extent indicated in Schedule 3.16SCHEDULE 5.23, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office office or such other government entities, domestic or foreign, as are indicated in Schedule 3.16 SCHEDULE 5.23 and such registrations, filings and issuances remain in full force and effect. To There have been and are no pending or, to the best knowledge of the Company and the SellersCompany, except as stated in such Schedule 3.16, there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by There is, to the best knowledge of Company, no reasonable basis upon which a claim may be asserted against Company or any of its Subsidiaries during the past two years which claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or any of its Subsidiaries for infringement of any domestic or foreign letters patent, patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief of the Company, no reasonable basis upon which a claim may be asserted against the Company or any of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach of any domestic or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, service xxxx registrations or applications, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of the Company, except as indicated on Schedule 3.16, no Person is infringing the Intellectual Property.

Intellectual Properties. In the operation SCHEDULE 5.23 contains an accurate and complete list of its business the Company and its Subsidiaries have used, and currently use, all domestic and foreign letters patent, patents, patent applications, patent licenses, software licenses, knowhow licenses and know-how licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications, applications and copyright registrations and applications, trade secrets and or other confidential proprietary information (collectively the "INTELLECTUAL PROPERTY"). Schedule 3.16 contains an accurate and complete list of all Intellectual Property (other than trade secrets and other confidential information) which is of material importance to owned or used by each Company in the operation of the business of (collectively the "Intellectual Property"). Except as set forth on SCHEDULE 5.23 and except for commercial software licensed for use on personal computers, each Company or any of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (or the Subsidiary indicated) owns the entire right, title and interest in and to the Intellectual Property listed on Schedule 3.16 Property, trade secrets and technology used in the operation of its business (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Intellectual Property and trade secrets and technology which is owned by the each Company or a Subsidiary and listed on Schedule 3.16 has been, to the extent indicated in Schedule 3.16SCHEDULE 5.23, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office office or such other government entities, domestic or foreign, as are indicated in Schedule 3.16 SCHEDULE 5.23 and such registrations, filings and issuances remain in full force and effect. To There have been and are no pending or, to the best knowledge of the Company and the Sellerseach Company, except as stated in such Schedule 3.16, there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by There is, to the best knowledge of each Company, no reasonable basis upon which a claim may be asserted against either Company or any of its Subsidiaries during the past two years which claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or any of its Subsidiaries for infringement of any domestic or foreign letters patent, patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief of the Company, no reasonable basis upon which a claim may be asserted against the Company or any of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach of any domestic or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, service xxxx registrations or applications, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of the each Company, except as indicated on Schedule 3.16, no Person is infringing the Intellectual Property.

Intellectual Properties. In the operation Schedule 2.21 contains an accurate and complete list of its business the Company and its Subsidiaries have used, and currently use, all domestic and foreign letters, patent, patents, patent applications, patent licenses, software licenses, knowhow licenses and know-how licenses, trade namesname, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations mark xxxistrations and applications, applications and copyright registrations and applications, trade secrets and or other confidential proprietary information owned or used by the Seller in the operation of the Business (collectively the "INTELLECTUAL PROPERTYIntellectual Property"). Except as set forth on Schedule 3.16 contains an accurate 2.21 and complete list of all Intellectual Property (other than trade secrets and other confidential information) which is of material importance to except for commercial software licensed for use on personal computers, the operation of the business of the Company or any of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (or the Subsidiary indicated) Seller owns the entire right, title and interest in and to the Intellectual Property listed on Schedule 3.16 Property, trade secrets and technology used in the operation of its business (including, without limitation, the exclusive right to use and license the same) Business and each item constituting part of the Intellectual Property which is owned by the Company or a Subsidiary and listed on Schedule 3.16 Seller has been, to the extent indicated in Schedule 3.162.21, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office office or such other government entities, domestic or foreign, foreign as are indicated in Schedule 3.16 2.21 and such registrations, filings and issuances remain in full force and effect. To There are no pending or, to the best knowledge of the Company and the SellersSeller, except as stated in such Schedule 3.16, there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by There is, to the Company or any best knowledge of its Subsidiaries during the past two years Seller, no reasonable basis upon which a claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by may be asserted against the Company or any of its Subsidiaries Seller for infringement of any domestic or foreign letters patent, patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief of the Company, no reasonable basis upon which a claim may be asserted against the Company or any of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach of any domestic or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, service mark xxxistrations or applications copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of the Company, except as indicated on Schedule 3.16Seller, no Person is infringing the Intellectual Property.

Intellectual Properties. In the operation SCHEDULE 2.21 contains an accurate and complete list of its business the Company and its Subsidiaries have used, and currently use, all domestic and foreign letters patent, patents, patent applications, patent licenses, software licenses, knowhow licenses and know-how licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications, applications and copyright registrations and applications, trade secrets and or other confidential proprietary information owned or used by the Seller in the operation of the Business (collectively the "INTELLECTUAL PROPERTYIntellectual Property"). Schedule 3.16 contains an accurate Except as set forth on SCHEDULE 2.21 and complete list of all Intellectual Property (other than trade secrets and other confidential information) which is of material importance to except for commercial software licensed for use on personal computers, the operation of the business of the Company or any of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (or the Subsidiary indicated) Seller owns the entire right, title and interest in and to the Intellectual Property listed on Schedule 3.16 Property, trade secrets and technology used in the operation of its business (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Intellectual Property and trade secrets and technology which is owned by the Company or a Subsidiary and listed on Schedule 3.16 Seller has been, to the extent indicated in Schedule 3.16SCHEDULE 2.21, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office office or such other government entities, domestic or foreign, as are indicated in Schedule 3.16 SCHEDULE 2.21 and such registrations, filings and issuances remain in full force and effect. To There have been and are no pending or, to the best knowledge of the Company and the SellersSeller, except as stated in such Schedule 3.16, there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by There is, to the Company or any best knowledge of its Subsidiaries during the past two years Seller, no reasonable basis upon which a claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by may be asserted against the Company or any of its Subsidiaries Seller for infringement of any domestic or foreign letters patent, patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief of the Company, no reasonable basis upon which a claim may be asserted against the Company or any of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach of any domestic or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, service xxxx registrations or applications, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of the Company, except as indicated on Schedule 3.16Seller, no Person is infringing the Intellectual Property.

Intellectual Properties. In the operation of its business the Company and its Subsidiaries have used, and currently use, domestic and foreign patents, patent applications, patent licenses, software licenses, knowhow licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications, copyright registrations and applications, trade secrets and other confidential proprietary information (collectively the "INTELLECTUAL PROPERTY"). Schedule 3.16 contains an accurate and complete list of all Intellectual Property (other than trade secrets and other confidential information) which is of material importance to the operation of the business of the Company or any of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (or the Subsidiary indicated) owns the entire right, title and interest in and to the Intellectual Property listed on Schedule 3.16 used in the operation of its business (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Intellectual Property which is owned by the Company or a Subsidiary and listed on Schedule 3.16 has been, to the extent indicated in Schedule 3.16, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other government entities, domestic or foreign, as are indicated in Schedule 3.16 and such registrations, filings and issuances remain in full force and effect. To the best knowledge of the Company and the Sellers, except as stated in such Schedule 3.16, there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by the Company or any of its Subsidiaries during the past two years which claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or any of its Subsidiaries of any domestic or foreign patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief of the Company, no reasonable basis upon which a claim may be asserted against the Company or any of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach of any domestic or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of the Company, except as indicated on Schedule 3.16, no Person is infringing the Intellectual Property.

Intellectual Properties. In (a) Section 3.18 of the operation of its business the Company and its Subsidiaries have used, and currently use, domestic and foreign Disclosure Schedule lists all patents, patent applications, patent licenses, software licenses, knowhow licensestrademarks, trade names, trademarksservice marks, logos, copyrights, unpatented inventionstechnology, service marks, trademark registrations and applications, service xxxx registrations and applications, copyright registrations and applicationsknow-how, trade secrets secrets, processes, formulas, techniques, and other confidential proprietary information (collectively the "INTELLECTUAL PROPERTY"). Schedule 3.16 contains an accurate and complete list of all Intellectual Property licenses (other than trade secrets and other confidential information) which is of material importance to the operation of the business of the Company for off-the-shelf software programs that have not been customized for Holding's or any of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (or the Subsidiary indicated' use) owns the entire right, title and interest in and to the Intellectual Property listed on Schedule 3.16 used in the operation business of Holding or any of its business Subsidiaries as now being conducted (including, without limitationcollectively, the "Intellectual Properties"). Holding (or, if so indicated in Section 3.18 of the ----------------------- Disclosure Schedule, one of its Subsidiaries) owns, or is licensed or otherwise has the full and unrestricted exclusive right to use and license throughout the same) and each item constituting part world, without the payment of royalties or other further consideration except as indicated in Section 3.18 of the Disclosure Schedule, all of the Intellectual Property which is Properties. No intellectual property rights, privileges, licenses, contracts or other agreements, instruments or evidences of interest, other than (i) the Intellectual Properties, and (ii) off-the-shelf software programs that have not been customized for Holding's or any of its Subsidiaries' use, are necessary to or used in the conduct of the business of Holding and its Subsidiaries as now being conducted. All of the patents, trademarks and copyrights owned by the Company Holding or a Subsidiary and listed on Schedule 3.16 has been, to the extent indicated in Schedule 3.16, any of its Subsidiaries have been duly registered within, filed in or issued by, as the case may be, by the United States Patent and Trademark Office or Register of Copyrights or the corresponding offices of other countries as identified in Section 3.18 of the Disclosure Schedule, and have been properly maintained and renewed, consistent with commercially reasonable business practices, in accordance with all applicable provisions of law and administrative regulations in the United States and each such country. (b) In any instance where Holding's rights to Intellectual Properties, or such rights of any of its Subsidiaries, arise under a license or similar agreement (other government entitiesthan for off-the-shelf software programs that have not been customized for Holding's or such Subsidiary's use), domestic or foreign, as are this is indicated in Schedule 3.16 Section 3.18 of the Disclosure Schedule, and to the knowledge of Holding, such registrations, filings and issuances remain rights are licensed exclusively to Holding or the indicated Subsidiary except as indicated in full force and effectSection 3.18 of the Disclosure Schedule. To the best knowledge Holding's knowledge, no other Person has an interest in or right or license to use any of the Company and Intellectual Properties. To Holding's knowledge, none of the SellersIntellectual Properties is being infringed by others, except as stated in such Schedule 3.16or is subject to any outstanding order, there are no pending decree, judgment, or threatened proceedings or stipulation. No litigation (or other adverse claims affecting proceedings in or with respect before any court or other governmental, adjudicatory, arbitral, or administrative body) relating to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received Properties (other than any Intellectual Properties licensed by the Company Holding or any of its Subsidiaries during the past two years which claim infringementas licensee), contributory infringementor, inducement to infringeHolding's knowledge, misappropriation or breach relating to any Intellectual Properties licensed by the Company Holding or any of its Subsidiaries as licensee, is pending, or to Holding's knowledge, threatened, nor, to Holding's knowledge, is there any basis for any such litigation or proceeding. Each of any domestic or foreign patents, patent applications, patent licenses Holding and know-how licenses, trade names, trademark registrations its Subsidiaries maintains reasonable security measures for the preservation of the secrecy and applications, service marks, copyrights, copyright registrations or applications, proprietary nature of such of its Intellectual Properties as constitute trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto. (i) Neither Holding nor any of its Subsidiaries, there is, nor to the best knowledgeknowledge of Holding, information and belief any of the Company, no reasonable basis upon which a claim may be asserted against the Company employees of or consultants to Holding or any of its Subsidiaries, for infringementhas infringed or made unlawful use of, contributory infringementor is infringing or making unlawful use of, inducement to infringe, misappropriation any proprietary or breach confidential information of any domestic Person, including without limitation any former employer of any past or foreign patentspresent employee of or consultant to Holding or any of its Subsidiaries; and (ii) the activities of the employees of or consultants to Holding and its Subsidiaries in connection with their employment do not violate any agreements or arrangements that any such employees or consultants have with any former employer or any other Person. Except as described in Section 3.18 of the Disclosure Schedule, patent applicationsno litigation (or other proceedings in or before any court or other governmental, patent licensesadjudicatory, know-how licensesarbitral, or administrative body) charging Holding or any of its Subsidiaries with infringement or unlawful use of any license, patent, trademark, service xxxx, trade namesname, trademark registrations and applicationslogo, common law trademarks, service marks, copyrights, copyright registrations or applicationscopyright, trade secrets secret, or other confidential proprietary information. To right is pending, or to the best knowledge of Holding, threatened; nor, to the Companyknowledge of Holding, except as indicated on Schedule 3.16, no Person is infringing the Intellectual Propertythere any basis for any such litigation or proceeding.

Intellectual Properties. In Section 3.01(p) of the operation Company's disclosure letter accurately sets forth all of the following used or held for use in connection with the business of the Company or its Subsidiaries as currently conducted: (i) patents, patent rights, and applications therefor; (ii) registered trademarks and registered service marks, and applications therefor; and (iii) other registered intellectual property rights of any kind or nature, including without limitation registered copyrights, trade secrets, trade names, know how and other proprietary rights and information (all of the foregoing collectively the "OSI Intellectual Property"). The Company and its Subsidiaries own or possess adequate licenses or other valid rights to use all OSI Intellectual Property, all material computer software (other than generally available mass market software) and material collections of information (such as data bases) used in the Company's business and the Company is unaware of any assertion or claim challenging the validity of any of the foregoing which would have a material adverse effect on the Condition of the Company and its Subsidiaries have usedtaken as a whole. To the knowledge of the Company, and currently use, domestic and foreign patents, patent applications, patent licenses, software licenses, knowhow licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications, copyright registrations and applications, trade secrets and other confidential proprietary information (collectively the "INTELLECTUAL PROPERTY"). Schedule 3.16 contains an accurate and complete list of all Intellectual Property (other than trade secrets and other confidential information) which is of material importance to the operation conduct of the business of the Company and its Subsidiaries as currently conducted does not conflict in any way with any patent, patent right, license, trademark, trademark right, trade name, trade name right, service mark or copyright of any third party that, individually or in the aggregate, would have a material adverse effect on the Condition of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (and its Subsidiaries taken as a whole. Except as set forth in Section 3.01(p) of the Company's disclosure letter, neither the Company nor any Subsidiary has received any written notices of, and is not aware of any facts that would be reasonably likely to result in, any infringement or the Subsidiary indicated) owns the entire rightmisappropriation by, title and interest in and or conflict with, any third party with respect to the Intellectual Property listed on Schedule 3.16 used in the operation of its business such third party's intellectual property rights (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Intellectual Property which is owned by the Company any demand or a Subsidiary and listed on Schedule 3.16 has been, to the extent indicated in Schedule 3.16, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other government entities, domestic or foreign, as are indicated in Schedule 3.16 and such registrations, filings and issuances remain in full force and effect. To the best knowledge of the Company and the Sellers, except as stated in such Schedule 3.16, there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by request that the Company or any of its Subsidiaries during the past two years which claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or Subsidiary license any of its Subsidiaries of any domestic or foreign patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary informationrights from a third party). Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief Section 3.01(p) of the Company, no reasonable basis upon which a claim may be asserted against 's disclosure letter neither the Company nor any Subsidiary has received any written notice of termination or expiration with respect to any OSI Intellectual Property, any material computer software (other than generally available mass market software) and any material collections of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach information (such as data bases) used in the Company's business from the owner thereof and the Company is unaware of any domestic facts or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, copyrights, copyright registrations circumstances that would be reasonably likely to result in such a termination or applications, trade secrets or other confidential proprietary information. To the best knowledge of the Company, except as indicated on Schedule 3.16, no Person is infringing the Intellectual Propertyexpiration notice.

Intellectual Properties. In the operation of its business the Company and its Subsidiaries have used, and currently use, Intellectual Property" means domestic and foreign patents, patent applications, patent licenses, software licenses, knowhow licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx mxxx registrations and applications, copyright registrations and applications, trade secrets secrets, Internet domain names and other confidential proprietary information (collectively the "INTELLECTUAL PROPERTY")information. Schedule 3.16 contains an accurate and complete list of all Intellectual Property (other than trade secrets and other confidential information) which is of material importance to the operation of the business of the Company or any of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (or the Subsidiary indicated) owns the entire right, title and interest in and to the Intellectual Property listed on Schedule 3.16 used in the operation of its business (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Intellectual Property which is owned by the Company or a Subsidiary and listed on Schedule 3.16 has been, to the extent indicated in Schedule 3.16, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other government entities, domestic or foreign, as are indicated in Schedule 3.16 and, to the best knowledge of the Company and the Principal Sellers, such registrations, filings and issuances remain in full force and effect. To the best knowledge of the Company and the and the Principal Sellers, except as stated in such Schedule 3.16, there are no pending or threatened proceedings proceeding or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by the Company or any of its Subsidiaries during the past two years which claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or any of its Subsidiaries of any domestic or foreign patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief knowledge of the CompanyCompany and the Principal Sellers, no reasonable basis upon which a claim may be asserted against the Company has received no demand, claim, notice or inquiry from any of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach Person in respect of any domestic Intellectual Property that challenges, threatens to challenge or foreign patentsinquires as to whether there is any basis to challenge, patent applicationsthe validity of, patent licensesor the rights of the Company in any such Intellectual Property, know-how licensesand the Company knows of no basis for any such challenge, trade namesand the Company is not in violation or infringement of, trademark registrations and applicationshas not violated or infringed, common law trademarksany Intellectual Property of any other Person, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary informationand no Person is currently infringing any such Intellectual Property. To the best knowledge of the CompanyCompany and the Principal Sellers, except as indicated on Schedule 3.16, no Person is infringing the Intellectual Property.

Intellectual Properties. In the operation of its business the Company and its Subsidiaries subsidiaries have used, and currently use, domestic and foreign patents, patent applications, patent licenses, software licenses, knowhow know-how licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications, copyright registrations and applications, trade secrets and other confidential proprietary information (collectively the "INTELLECTUAL PROPERTYCompany Intellectual Property"). Schedule 3.16 2.1(m) attached hereto contains an accurate and complete list of all Company Intellectual Property (other than trade secrets and other confidential information) which that is of material importance to the operation of the business of the Company or any of its Subsidiariessubsidiaries. Unless otherwise indicated in Schedule 3.16 2.1(m) the Company (or the Subsidiary subsidiary indicated) owns the entire right, title and interest in and to the Company Intellectual Property listed on Schedule 3.16 2.1(m) used in the operation of its business (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Company Intellectual Property which that is owned by the Company or a Subsidiary subsidiary and listed on Schedule 3.16 2.1(m) has been, to the extent indicated in Schedule 3.162.1(m), duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other government governmental entities, domestic or foreign, as are indicated in Schedule 3.16 2.1(m) and such registrations, filings and issuances remain in full force and effect. To the best knowledge of the Company and the SellersCompany, except as stated in such Schedule 3.162.1(m), there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Company Intellectual Property. Schedule 3.16 2.1(m) lists all notices or claims currently pending or received by the Company or any of its Subsidiaries subsidiaries during the past two years which that claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or any of its Subsidiaries subsidiaries of any domestic or foreign patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief of the Company, no reasonable basis upon which a claim may be asserted against the Company or any of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach of any domestic or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of the Company, except as indicated on Schedule 3.162.1(m), no Person is materially infringing the Company Intellectual Property.

Intellectual Properties. In the operation (a) Schedule 3.12(a) is an accurate and complete list of its business the Company and its Subsidiaries have used, and currently use, all domestic and foreign patents, patent applications, patent licensestrademarks, software licensesservice marks and other indicia of origin, knowhow licensestrademark and service xxxx registrations and applications for registrations thereof, registered copyrights and applications for registration thereof, Internet domain names, corporate and business names, trade names, trademarksbrand names and material computer software programs owned by the Companies and their respective Subsidiaries. The Intellectual Property listed (or required to be listed) on Schedule 3.12(a), copyrightsexcept as indicated on such Schedule, unpatented inventionshas been duly registered in, service marksfiled in or issued by the United States Patent and Trademark Office, trademark registrations United States Copyright Office, a duly accredited and applicationsappropriate domain name registrar, service xxxx registrations the appropriate offices in the various states of the United States and applicationsthe appropriate offices of other jurisdictions (foreign and domestic), copyright registrations and applicationseach such registration, trade secrets filing and issuance remains in full force and effect as of the Closing Date. (b) Except (i) as set forth in Schedule 3.12(b) and (ii) for licenses related to “off the shelf” or other confidential proprietary information software widely available on generally standard terms and conditions, none of the Companies and their respective Subsidiaries is a party to any license or agreement, whether as licensor, licensee or otherwise, with respect to any Intellectual Property. To the extent any Intellectual Property is used under license in the business of any Company and/or any of its Subsidiaries, no notice of a material default has been sent or received by such Company or any of its Subsidiaries under any such license which remains uncured and, assuming the receipt of any and all consents of third parties in connection with the assignment of such licenses to FADV, the execution, delivery or performance of Contributors’ obligations hereunder will not result in such a material default. Each such license agreement is a legal, valid and binding obligation of the Company and/or Subsidiary thereof that is a party thereto and, to the knowledge of the Companies, each of the other parties thereto, enforceable by such Company in accordance with the terms thereof. (collectively c) Except as set forth in Schedule 3.12(c), a Company or a Subsidiary thereof owns or is licensed to use, all of the "INTELLECTUAL PROPERTY"). Schedule 3.16 contains an accurate and complete list of all Company Intellectual Property (including all of the Intellectual Property set forth (or required to be set forth) in Schedule 3.12(a)), free and clear of any Encumbrances, without obligation to pay any royalty or any other than trade secrets fees with respect thereto. Neither any Company’s nor any Company’s Subsidiary’s use of the Company Intellectual Property (including the manufacturing, marketing, licensing, sale or distribution of products and other confidential information) which is of material importance to the operation general conduct and operations of the business of the Companies and their respective Subsidiaries) violates, infringes, misappropriates or misuses any intellectual property rights of any third party. No Company Intellectual Property has been cancelled, abandoned or otherwise terminated and all renewal and maintenance fees in respect thereof have been duly paid. The Companies and their respective Subsidiaries have the exclusive right to file, prosecute and maintain all applications and registrations with respect to the Intellectual Property that is owned by any Companies or any Subsidiary thereof. (d) Except as set forth in Schedule 3.12(d), none of the Companies and their respective Subsidiaries has received any written notice or claim from any third party challenging the right of any Company or any Subsidiary thereof to use any of its Subsidiariesthe Company Intellectual Property. Unless otherwise indicated Except as set forth in Schedule 3.16 3.12(d), the Company Intellectual Property listed (or the Subsidiary indicatedrequired to be listed) owns the entire righton Schedules 3.12(a) and 3.12(b), title and interest in and to together with the Intellectual Property listed on Schedule 3.16 used in the operation of its business (including, without limitation, the exclusive right to use and license the same2.13(a) and each item constituting part Schedule 2.13(b) of the FARES Contribution Agreement, constitutes all the Intellectual Property necessary to operate the Business as of the Closing Date, in the manner in which it is owned presently operated, except for licenses related to “off the shelf” or other software widely available on generally standard terms and conditions. (e) Except as set forth in Schedule 3.12(e), none of the Companies and their respective Subsidiaries has made any claim in writing of a violation, infringement, misuse or misappropriation by the any third party (including any employee or former employee of any Company or a any Subsidiary thereof) of its rights to, or in connection with any Intellectual Property, which claim is still pending. Except as set forth in Schedule 3.12(e), none of the Companies and listed on their respective Subsidiaries has entered into any agreement to indemnify any other person against any charge of infringement of any Intellectual Property, other than indemnification provisions contained in purchase orders or license agreements arising in the Ordinary Course. (f) Except as set forth in Schedule 3.16 has been3.12(f), there is no pending or, to the extent indicated knowledge of Contributors, threatened claim by any third party of a violation, infringement, misuse or misappropriation by any Company or any Subsidiary thereof of any Intellectual Property owned by any third party, or of the invalidity of any patent or registration of a copyright, trademark, service xxxx, domain name, or trade name included in the Company Intellectual Property. To the knowledge of Contributors, no valid basis exists for any such claims. (g) Except as set forth in Schedule 3.163.12(g), duly registered withthere are no interferences or other contested proceedings, filed either pending or, to the knowledge of the Companies, threatened, in or issued by, as the case may beUnited States Copyright Office, the United States Patent and Trademark Office Office, or such other government entities, domestic any governmental authority (foreign or foreign, as are indicated in Schedule 3.16 and such registrations, filings and issuances remain in full force and effect. To the best knowledge of the Company and the Sellers, except as stated in such Schedule 3.16, there are no domestic) relating to any pending or threatened proceedings or litigation or other adverse claims affecting or application with respect to the Company Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received Property owned by the Company. (h) Except as set forth in Schedule 3.12(h), either a Company or a Subsidiary thereof has secured valid written assignments from all consultants and employees who contributed to the creation or development of Company Intellectual Property of the rights to such contributions that either a Company or a Subsidiary thereof does not already own by operation of law. (i) The Companies and their respective Subsidiaries have taken all necessary and reasonable steps to protect and preserve the confidentiality of all trade secrets, know-how, source codes, databases, customer lists, schematics, ideas, algorithms and processes and all use, disclosure or appropriation thereof by or to any third party has been pursuant to the terms of its a written agreement between such third party and a Company or a Subsidiary thereof. None of the Companies and their respective Subsidiaries during has materially breached any agreements of non-disclosure or confidentiality. (j) Each of the past two years which claim infringementmaterial computer software programs used or held for use in the businesses of the Companies and their respective Subsidiaries operates and runs in a commercially reasonable business manner, contributory infringementconforms in all material respects to the specifications thereof, inducement and, with respect to infringeeach of such computer software programs that are owned by a Company or a Subsidiary thereof, misappropriation or breach the applications can be compiled from their associated source code without undue burden. (k) For the twelve-month period prior to the Closing Date, the active Internet domain names and URLs of the Companies and their respective Subsidiaries direct and resolve to the appropriate Internet protocol addresses and are and have been accessible to Internet users on those certain computers used by the Company or any of its Companies and their respective Subsidiaries of any domestic or foreign patentsto make the Sites so accessible substantially twenty-four (24) hours per day, patent applicationsseven (7) days per week (“24/7”), patent licenses excluding maintenance periods, and know-how licensesare and have been operational for transacting from those certain computers used by the Companies and their respective Subsidiaries to make the Sites so accessible on a 24/7 basis, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary informationexcluding maintenance periods. Except as set forth in Schedule 3.16 hereto3.12(k), there is, to the best knowledge, information and belief none of the CompanyCompanies has any reason to believe that the Sites will not operate or will not continue to be accessible to Internet users on substantially a 24/7 basis, no reasonable basis upon which a claim may be asserted against excluding maintenance periods, prior to, at the Company or any time of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach of any domestic or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To after the best knowledge of the Company, except as indicated on Schedule 3.16, no Person is infringing the Intellectual PropertyClosing Date.

Intellectual Properties. In the operation SCHEDULE 2.24 contains an accurate and complete list of its business the Company and its Subsidiaries have used, and currently use, all domestic and foreign letters patent, patents, patent applications, patent licenses, software licenses, knowhow licenses and know-how licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications, applications and copyright registrations and applications, trade secrets and or other confidential proprietary information owned or used by the Company in the operation of the Business (collectively the "INTELLECTUAL PROPERTYIntellectual Property"). Schedule 3.16 contains an accurate Except as set forth on SCHEDULE 2.24 and complete list of all Intellectual Property (other than trade secrets and other confidential information) which is of material importance to the operation of the business of except for commercial software licensed for use on personal computers, the Company or any of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (or the Subsidiary indicated) owns the entire right, title and interest in and to the Intellectual Property listed on Schedule 3.16 Property, trade secrets and technology used in the operation of its business (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Intellectual Property and trade secrets and technology which is owned by the Company or a Subsidiary and listed on Schedule 3.16 has been, to the extent indicated in Schedule 3.16SCHEDULE 2.24, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office office or such other government entities, domestic or foreign, as are indicated in Schedule 3.16 SCHEDULE 2.24 and such registrations, filings and issuances remain in full force and effect. To There have been and are no pending or, to the best knowledge of the Company and the SellersSeller, except as stated in such Schedule 3.16, there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by There is, to the best knowledge of the Seller, no reasonable basis upon which a claim may be asserted against the Company or any of its Subsidiaries during the past two years which claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or any of its Subsidiaries for infringement of any domestic or foreign letters patent, patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief of the Company, no reasonable basis upon which a claim may be asserted against the Company or any of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach of any domestic or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, service xxxx registrations or applications, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of the Company, except as indicated on Schedule 3.16Seller, no Person is infringing upon the Intellectual Property.

Intellectual Properties. In the operation SCHEDULE 2.24 contains an accurate and complete list of its business the Company and its Subsidiaries have used, and currently use, all domestic and foreign letters patent, patents, patent applications, patent licenses, software licenses, knowhow licenses and know-how licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications, applications and copyright registrations and applications, trade secrets and or other confidential proprietary information owned or used by the Company in the operation of the Business (collectively the "INTELLECTUAL PROPERTYIntellectual Property"). Schedule 3.16 contains an accurate Except as set forth on SCHEDULE 2.24 and complete list of all Intellectual Property (other than trade secrets and other confidential information) which is of material importance to the operation of the business of except for commercial software licensed for use on personal computers, the Company or any of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (or the Subsidiary indicated) owns the entire right, title and interest in and to the Intellectual Property listed on Schedule 3.16 Property, trade secrets and technology used in the operation of its business (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Intellectual Property and trade secrets and technology which is owned by the Company or a Subsidiary and listed on Schedule 3.16 has been, to the extent indicated in Schedule 3.16SCHEDULE 2.24, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office office or such other government entities, domestic or foreign, as are indicated in Schedule 3.16 SCHEDULE 2.24 and such registrations, filings and issuances remain in full force and effect. To There have been and are no pending or, to the best knowledge of the Company and the Sellers, except as stated in such Schedule 3.16, there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by There is, to the best knowledge of the Sellers, no reasonable basis upon which a claim may be asserted against the Company or any of its Subsidiaries during the past two years which claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or any of its Subsidiaries for infringement of any domestic or foreign letters patent, patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief of the Company, no reasonable basis upon which a claim may be asserted against the Company or any of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach of any domestic or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, service xxxx registrations or applications, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of the Company, except as indicated on Schedule 3.16Sellers, no Person is infringing upon the Intellectual Property.