Common use of Intellectual Property; Computer Software Clause in Contracts

Intellectual Property; Computer Software. (a) 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, know-how and all applications therefor that are owned by (i) each Seller, respectively, or (ii) any other Person and used by either Seller in the operations of the Business, and there are no pending or threatened claims by any Person relating to either Seller's use of any Intellectual Property. Except as set forth in Schedule 5.11(a), 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 such Seller to conduct its business and neither Seller is obligated to pay any royalty or similar fee to any Person in connection with either Seller's use or license of any of the Intellectual Property. (b) Except as set forth on Schedule 5.11(b), 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 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. (a) 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, know-how patents and all applications therefor therefor, and invention disclosures, that are owned by (i) each Sellerany Shareholder, respectively, the Company or (ii) any other Person and used by either Seller the 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 either Sellerthe Company's use of any Intellectual Property. Except as set forth in Schedule 5.11(a), 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 such Seller to conduct its business and neither Seller is obligated to pay any royalty or similar fee to any Person in connection with either Seller's use or license of any of the Intellectual Property. (b) Except as set forth on Schedule 5.11(b), each 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 such Seller the 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. (a) 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, know-how and all applications therefor that are owned by (i) each Sellerthe Shareholders, respectively, the Company or (ii) any other Person and used by either Seller the Company in the operations of the Businessits business, (collectively, "Intellectual Property"), and there are no pending or threatened claims by any Person relating to either Sellerthe Company's use of any Intellectual Property. Except as set forth in Schedule 5.11(a3.11(a), each 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 such Seller the Company to conduct its business and neither Seller the Company is not obligated to pay any royalty or similar fee to any Person in connection with either Sellerthe Company's use or license of any of the Intellectual Property. (b) Except as set forth on Schedule 5.11(b3.11(b), each 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 computer software programs including, without limitation, application software that are used by such Seller the 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 3.11 (a) Schedule 5.11(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, patentsdesigns or representations or expressions of any thereof, know-how 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 (i) each Seller, respectively, the Company or (ii) any other Person and used by either Seller the Company in the operations of the Businessits operations, and there are no pending or threatened claims by any Person relating to either Sellerthe Company's use of any Intellectual Property. Except as set forth in on Schedule 5.11(a)3.11, each Seller the 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 such Seller the Company to conduct its business and neither Seller the Company is not obligated to pay any royalty or similar fee to any Person in connection with either Sellerthe Company's use or license of any of the Intellectual Property. (b2) Except as set forth on Schedule 5.11(b)3.11, each 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 computer software programs including, without limitation, application software that are used by such Seller the 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.

Intellectual Property; Computer Software. (a) 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, know-how and all applications therefor therefor, trade secrets and invention disclosures, that are owned by (i) each Sellerany Shareholder, respectively, the Company or (ii) any other Person and used by either Seller the 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 either Sellerthe Company'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), 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 such Seller to conduct its business and neither Seller is obligated to pay any royalty or similar fee to any Person in connection with either Seller's use or license of any of the Intellectual Property. (b) Except as set forth on Schedule 5.11(b), each 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 such Seller the 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. (a) 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, know-how and all applications therefor that are owned by (i) each Sellerany Shareholder, respectively, the Company or (ii) any other Person and used by either Seller the Company in the operations of the Businessits business, (collectively, "Intellectual Property"), and there are no pending or threatened claims by any Person relating to either Sellerthe Company's use of any Intellectual Property. Except as set forth in Schedule 5.11(a3.11(a), each 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 such Seller the Company to conduct its business and neither Seller the Company is not obligated to pay any royalty or similar fee to any Person in connection with either Sellerthe Company's use or license of any of the Intellectual Property. (b) Except as set forth on Schedule 5.11(b3.11(b), each 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 computer software programs including, without limitation, application software that are used by such Seller the 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.