Common use of INTELLECTUAL PROPERTY RIGHTS; NAMES Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS; NAMES. Except as set forth on EXHIBIT 2.12, Company has no right, title or interest in or to patents, patent rights, corporate names, assumed names, manufacturing processes, trade names, trademarks, service marks, inventions, specialized treatment protocols, copyrights, formulas and trade secrets or similar items. Set forth in EXHIBIT 2.12 is a listing of all names of all predecessor companies of Company, including the names of any entities from whom Company previously acquired significant assets. Except for off-the-shelf software licenses and except as set forth on EXHIBIT 2.12, Company is not a licensee in respect of any patents, trademarks, service marks, trade names, copyrights or applications therefor, or manufacturing processes, formulas or trade secrets or similar items and no such licenses are necessary for the conduct of the Business or the use of the Assets. No claim is pending or has been made to the effect that the Assets or the present or past operations of Company in connection with the Assets or Business infringe upon or conflict with the asserted rights of others to any patents, patent rights, manufacturing processes, trade names, trademarks, service marks, inventions, licenses, specialized treatment protocols, copyrights, formulas, know-how and trade secrets. Company has the sole and exclusive right to use all Assets constituting proprietary rights without infringing or violating the rights of any third parties and no consents of any third parties are required for the use thereof by Pentegra.

INTELLECTUAL PROPERTY RIGHTS; NAMES. Except as set forth on EXHIBIT 2.12, Company has no right, title or interest in or to patents, patent rights, corporate names, assumed names, manufacturing processes, trade names, trademarks, service marks, inventions, specialized treatment protocols, copyrights, formulas and trade secrets or similar items. Set forth in EXHIBIT 2.12 is a listing of all names of all predecessor companies of Company, including the names of any entities from whom Company previously acquired significant assets. Except for off-the-shelf software licenses and except as set forth on EXHIBIT 2.12, Company is not a licensee in respect of any patents, trademarks, service marks, trade names, copyrights or applications therefor, or manufacturing processes, formulas or trade secrets or similar items and no such licenses are necessary for the conduct of the Business or the use of the Assets. No claim is pending or has been made to the effect that the Assets or the present or past operations of Company in connection with the Assets or Business infringe upon or conflict with the asserted rights of others to any patents, patent rights, manufacturing processes, trade names, trademarks, service marks, inventions, licenses, specialized treatment protocols, copyrights, formulas, know-how and trade secrets. Company has the sole and exclusive right to use all Assets constituting proprietary rights without infringing or violating the rights of any third parties and no consents of any third parties are required for the use thereof by Pentegra.

INTELLECTUAL PROPERTY RIGHTS; NAMES. Except as set forth on EXHIBIT 2.12Exhibit ----------------------------------- ------- 3.11, Company has no neither Seller nor any of the Seller Subs have any right, title or ---- interest in or to patents, patent rights, corporate names, assumed names, manufacturing processes, trade names, trademarks, service marks, inventions, specialized treatment protocols, copyrights, formulas and trade secrets or similar items, and such items are the only such items incidental to the conduct of the Business. Set forth in EXHIBIT 2.12 Exhibit 3.11 is a listing of all names of all ------------ predecessor companies of CompanySeller related to the Division or the Business, including the names of any entities from whom Company Seller or any of the Seller Subs previously acquired significant assets. Except for off-the-shelf software licenses and except as set forth on EXHIBIT 2.12Exhibit 3.11, Company is not neither Seller nor any of the ------------ Seller Subs are a licensee in respect of any patents, trademarks, service marks, trade names, copyrights or applications therefor, or manufacturing processes, formulas or trade secrets or similar items and no such licenses are necessary for the conduct of the Business or the use of the Assets. No claim is pending or has been made to the effect that the Assets or the present or past operations of Company Seller or the Seller Subs in connection with the Assets or Business infringe upon or conflict with the asserted rights of others to any patents, patent rights, manufacturing processes, trade names, trademarks, service marks, inventions, licenses, specialized treatment protocols, copyrights, formulas, know-how and trade secrets. Company Seller has the sole and exclusive right to use all Assets constituting proprietary rights without infringing or violating the rights of any third parties and no consents of any third parties are required for the use thereof by PentegraPurchaser.

INTELLECTUAL PROPERTY RIGHTS; NAMES. Except as set forth on EXHIBIT 2.12Exhibit 3.11, Company has no neither Seller nor any of the Seller Subs have any right, title or interest in or to patents, patent rights, corporate names, assumed names, manufacturing processes, trade names, trademarks, service marks, inventions, specialized treatment protocols, copyrights, formulas and trade secrets or similar items, and such items are the only such items incidental to the conduct of the Business. Set forth in EXHIBIT 2.12 Exhibit 3.11 is a listing of all names of all predecessor companies of CompanySeller related to the Division or the Business, including the names of any entities from whom Company Seller or any of the Seller Subs previously acquired significant assets. Except for off-the-shelf software licenses and except as set forth on EXHIBIT 2.12Exhibit 3.11, Company is not neither Seller nor any of the Seller Subs are a licensee in respect of any patents, trademarks, service marks, trade names, copyrights or applications therefor, or manufacturing processes, formulas or trade secrets or similar items and no such licenses are necessary for the conduct of the Business or the use of the Assets. No claim is pending or has been made to the effect that the Assets or the present or past operations of Company Seller or the Seller Subs in connection with the Assets or Business infringe upon or conflict with the asserted rights of others to any patents, patent rights, manufacturing processes, trade names, trademarks, service marks, inventions, licenses, specialized treatment protocols, copyrights, formulas, know-how and trade secrets. Company Seller has the sole and exclusive right to use all Assets constituting proprietary rights without infringing or violating the rights of any third parties and no consents of any third parties are required for the use thereof by PentegraPurchaser.