Common use of Intellectual Property; Computer Software Clause in Contracts

Intellectual Property; Computer Software. (1) Schedule 5.11(a) lists all Intellectual Property including, without limitation, trademarks, trade names, service marks, service names, xxxx registrations, logos, assumed names, copyrights, copyright registrations, patents and all applications therefor that are owned by the Seller or any other Person and used by the Seller in the operations of the Business, and there are no pending or threatened claims by any Person relating to the Seller's use of any Intellectual Property. Except as set forth in Schedule 5.11(a), the Seller has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens) the Intellectual Property as are necessary to permit the Seller to conduct its business and the Seller is not obligated to pay any royalty or similar fee to any Person in connection with the Seller's use or license of any of the Intellectual Property. (2) Except as set forth on Schedule 5.11(b), the Seller has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens), the computer software programs including, without limitation, application software that are used by the Seller and that are material to the conduct of its business as currently conducted, as are necessary to permit the conduct of its business as currently conducted. None of the Seller's ownership rights or rights to use any of the computer programs referred to above will be adversely affected by any of the transactions contemplated hereby.

Intellectual Property; Computer Software. (1a) Schedule 5.11(a) lists all Intellectual Property including, without limitation, trademarks, trade names, service marks, service names, xxxx registrations, logos, assumed names, copyrights, copyright registrations, patents patents, know-how and all applications therefor that are owned by the Seller (i) each Seller, respectively, or (ii) any other Person and used by the either Seller in the operations of the Business, and there are no pending or threatened claims by any Person relating to the either Seller's use of any Intellectual Property. Except as set forth in Schedule 5.11(a), the each Seller has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens) the Intellectual Property as are necessary to permit the such Seller to conduct its business and the neither Seller is not obligated to pay any royalty or similar fee to any Person in connection with the either Seller's use or license of any of the Intellectual Property. (2b) Except as set forth on Schedule 5.11(b), the each Seller has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens), the computer software programs including, without limitation, application software that are used by the such Seller and that are material to the conduct of its business as currently conducted, as are necessary to permit the conduct of its business as currently conducted. None of the Seller's ownership rights or rights to use any of the computer programs referred to above will be adversely affected by any of the transactions contemplated hereby.

Intellectual Property; Computer Software. (1a) Schedule 5.11(a3.11(a) lists all Intellectual Property items of intellectual property including, without limitation, trademarks, trade names, service marks, service names, xxxx registrations, logos, assumed names, copyrights, copyright registrations, patents patents, know-how and all applications therefor that are owned by the Seller Shareholders, the Company or any other Person and used by the Seller Company in the operations of the Businessits business, (collectively, "Intellectual Property"), and there are no pending or threatened claims by any Person relating to the SellerCompany's use of any Intellectual Property. Except as set forth in Schedule 5.11(a3.11(a), the Seller Company has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens) the Intellectual Property as are necessary to permit the Seller Company to conduct its business and the Seller Company is not obligated to pay any royalty or similar fee to any Person in connection with the SellerCompany's use or license of any of the Intellectual Property. (2b) Except as set forth on Schedule 5.11(b3.11(b), the Seller Company has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens), the computer software programs including, without limitation, application software that are used by the Seller Company and that are material to the conduct of its business as currently conducted, as are necessary to permit the conduct of its business as currently conducted. None of the SellerCompany's ownership rights or rights to use any of the computer programs referred to above will be adversely affected by any of the transactions contemplated hereby.

Intellectual Property; Computer Software. (1a) Schedule 5.11(a3.1l(a) lists all Intellectual Property items of intellectual property including, without limitation, trademarks, trade names, service marks, service names, xxxx registrationsdomain names, uniform resource locators (URLs), keywords, logos, assumed names, copyrights, copyright registrationsmask works, patents patents, know-how and all applications therefor therefor, trade secrets and invention disclosures, that are owned by any Shareholder, the Seller Company or any other Person and used by the Seller Company in the operations of the Businessits business, and (collectively, "Intellectual Property"), and, except as set forth on Schedule 3.11(a), there are no pending or or, to the knowledge of the Shareholders of the Company, threatened claims by any Person relating to the SellerCompany's use of any Intellectual Property. Except as set forth on Schedule 3.11(a) or as contained in the agreements listed on Schedule 5.11(a3.11(a), the Seller has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens) the Intellectual Property as are necessary to permit the Seller to conduct its business and the Seller is not obligated to pay any royalty or similar fee to any Person in connection with the Seller's use or license of any of the Intellectual Property. (2) Except as set forth on Schedule 5.11(b), the Seller Company has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens), the Intellectual Property as are necessary to permit the Company to conduct its business and the Company is not obligated to pay any royalty or similar fee to any Person in connection with the Company's use or license of any of the Intellectual Property. (b) The Company has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens), all computer software programs including, without limitation, application software that are used by the Seller Company and that are material to the conduct of its business as currently conducted, as are necessary to permit the conduct of its business as currently conducted. None of the SellerCompany's ownership rights or rights to use any of the computer programs referred to above will be adversely affected by any of the transactions contemplated hereby.

Intellectual Property; Computer Software. (1a) Schedule 5.11(a3.11 (a) lists all Intellectual Property items of intellectual property including, without limitation, trademarks, trade names, service marks, service names, xxxx registrations, logos, assumed names, copyrights, copyright registrations, patents patents, know-how and all applications therefor that are owned by any Shareholder, the Seller Company or any other Person and used by the Seller Company in the operations of the Businessits business, (collectively, "Intellectual Property"), and there are no pending or threatened claims by any Person relating to the SellerCompany's use of any Intellectual Property. Except as set forth in Schedule 5.11(a3.11(a), the Seller Company has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens) the Intellectual Property as are necessary to permit the Seller Company to conduct its business and the Seller Company is not obligated to pay any royalty or similar fee to any Person in connection with the SellerCompany's use or license of any of the Intellectual Property. (2b) Except as set forth on Schedule 5.11(b3.11(b), the Seller Company has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens), the computer software programs including, without limitation, application software that are used by the Seller Company and that are material to the conduct of its business as currently conducted, as are necessary to permit the conduct of its business as currently conducted. None of the SellerCompany's ownership rights or rights to use any of the computer programs referred to above will be adversely affected by any of the transactions contemplated hereby.

Intellectual Property; Computer Software. (1a) Schedule 5.11(a3.11 (a) lists all Intellectual Property items of intellectual property including, without limitation, trademarks, trade names, service marks, service names, xxxx registrationsdomain names, uniform resource locators (URLs), keywords, logos, assumed names, copyrights, copyright registrationsmask works, patents and all applications therefor therefor, and invention disclosures, that are owned by any Shareholder, the Seller Company or any other Person and used by the Seller Company in the operations operation of the Businessits business (collectively, "Intellectual Property"), and there are no pending or or, to the knowledge of the Company, threatened claims by any Person relating to the SellerCompany's use of any Intellectual Property. Except as set forth in Schedule 5.11(a), the Seller has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens) the Intellectual Property as are necessary to permit the Seller to conduct its business and the Seller is not obligated to pay any royalty or similar fee to any Person in connection with the Seller's use or license of any of the Intellectual Property. (2) Except as set forth on Schedule 5.11(b), the Seller The Company has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens), the Intellectual Property as are necessary to permit the Company to conduct its business and the Company is not obligated to pay any royalty or similar fee to any Person in connection with the Company's use or license of any of the Intellectual Property. (b) The Company has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens), all computer software programs including, without limitation, application software that are used by the Seller Company and that are material to the conduct of its business as currently conducted, as are necessary to permit the conduct of its business as currently conducted. None of the SellerCompany's ownership rights or rights to use any of the computer programs referred to above will be adversely affected by any of the transactions contemplated hereby.

Intellectual Property; Computer Software. (1) Schedule 5.11(a3.11 (a) lists all Intellectual Property includingpatents, without limitationcopyrights, trademarks, trade names, brand names, service marks, service names, xxxx registrations, logos, assumed names, copyrightslogos, copyright registrationstrade dress, patents designs or representations or expressions of any thereof, or registrations or applications for registration thereof, or any other inventions, trade secrets, technical information, software (including documentation and all applications therefor that source code listings), processes and other proprietary properties or information, proprietary rights or other intellectual property (collectively, "Intellectual Property") that, to the Transferors' knowledge, are owned by the Seller Company or any other Person and used by the Seller Company in the operations of the Businessits operations, and there are no pending or threatened claims by any Person relating to the SellerCompany's use of any Intellectual Property. Except as set forth in on Schedule 5.11(a)3.11, the Seller Company, to the Transferors' knowledge, has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens) the Intellectual Property as are necessary to permit the Seller Company to conduct its business and the Seller Company is not obligated to pay any royalty or similar fee to any Person in connection with the SellerCompany's use or license of any of the Intellectual Property. (2) Except as set forth on Schedule 5.11(b)3.11, the Seller Company has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens), the computer software programs including, without limitation, application software that are used by the Seller Company and that are material to the conduct of its business as currently conducted, as are necessary to permit the conduct of its business as currently conducted. None To the Transferors' knowledge none of the SellerCompany's ownership rights or rights to use any of the computer programs referred to above will be adversely affected by any of the transactions contemplated hereby.