Common use of Licenses; Intellectual Property Clause in Contracts

Licenses; Intellectual Property. (a) The Company or its employees hold all licenses, franchises, permits and other governmental authorizations ("Licenses") necessary to conduct the business of the Company, the absence of which would cause a Material Adverse Effect on the Company, and the Company has delivered to AmPaM a list that is accurate, in all material respects, and summary description (which is set forth on Schedule 5.12(a)(1)) of all such Licenses. At or prior to the Closing, all such Licenses owned or held by any employee of the Company will be assigned or licensed to the Company for no additional consideration. The Licenses listed on Schedule 5.12(a)(1) are valid, and the Company has not received any notice that any person intends to cancel, terminate or not renew any such License. The Company has conducted and is conducting its business in compliance in all material respects with the requirements, standards, criteria and conditions set forth in the Licenses listed on Schedule 5.12(a)(1) and is not in violation of any of the foregoing in any material respect. Except as specifically provided in Schedule 5.12(a)(2), the consummation by the Company of the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company by, any such Licenses. (b) The Company owns or possesses adequate licenses or other rights to use (without making any payment or granting rights to any person in exchange) all patents, patent applications, trademarks, copyrights, service marks and trade names (collectively, the "Intellectual Property") necessary to conduct its business as currently conducted. A description of any Intellectual Property licensed by the Company, including the material terms of any such license, is described on Schedule 5.12(b)(1). Neither the validity of the Intellectual Property nor the title thereto or use thereof by the Company is being questioned in any pending litigation, and the conduct of the Company's business, as currently conducted, does not conflict with licenses, copyrights, uncopyrighted works, trade marks, service marks, trade names, trade name rights, patents, patent rights, unpatented inventions or trade secrets of others. Neither the validity of the Intellectual Property nor the title thereto or use thereof by the Company is being questioned in any pending or, to the knowledge of the Company, threatened infringement claims or litigation, and the conduct of the Company's business, as now conducted, does not conflict with licenses, copyrights, uncopyrighted works, trade marks, service marks, trade names, trade name rights, patents, patent rights, unpatented inventions or trade secrets of others. Except as specifically provided in Schedule 5.12(b)(2), the consummation by the Company of the transactions contemplated by this Agreement will not adversely affect the rights and benefits afforded to the Company by any such Intellectual Property.

Licenses; Intellectual Property. (a) The Company or its employees hold all licenses, franchises, permits and other governmental authorizations ("Licenses") necessary to conduct the business of the CompanyParent, the absence Borrower and each of which would cause a Material Adverse Effect on the Company, and the Company has delivered to AmPaM a list that is accurate, in all material respects, and summary description (which is set forth on Schedule 5.12(a)(1)) of all such Licenses. At or prior to the Closing, all such Licenses owned or held by any employee of the Company will be assigned or licensed to the Company for no additional consideration. The Licenses listed on Schedule 5.12(a)(1) are valid, and the Company has not received any notice that any person intends to cancel, terminate or not renew any such License. The Company has conducted and is conducting its business in compliance in all material respects with the requirements, standards, criteria and conditions set forth in the Licenses listed on Schedule 5.12(a)(1) and is not in violation of any of the foregoing in any material respect. Except as specifically provided in Schedule 5.12(a)(2), the consummation by the Company of the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company by, any such Licenses. (b) The Company Subsidiaries owns or possesses adequate licenses or other rights to use (without making any payment or granting rights to any person in exchange) is the licensee of all patents, patent applications, trademarks, copyrights, service marks and trade names (collectively, the "Intellectual Property") necessary to conduct its business as currently conducted. A description of any Intellectual Property licensed by the Company, including the material terms of any such license, is described on Schedule 5.12(b)(1). Neither the validity of the Intellectual Property nor the title thereto or use thereof by the Company is being questioned in any pending litigation, and the conduct of the Company's business, as currently conducted, does not conflict with licenses, copyrights, uncopyrighted works, trade marks, service marks, trade names, trade name dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations, governmental or otherwise that are individually or in the aggregate material to the business, and all other material rights, patents, patent rights, unpatented inventions priorities or trade secrets of others. Neither the validity of the privileges relating to Intellectual Property nor the title thereto or use thereof by the Company is being questioned in any pending or, to the knowledge of the Company, threatened infringement claims or litigation, and necessary for the conduct of the Company's business, their respective businesses as now presently conducted, does not without any known material conflict with the rights of any other Person. No settlement agreements, consents, licenses, copyrightsjudgments, uncopyrighted worksorders, trade marksforbearance to xxx or similar obligations limit or restrict Parent’s, the Borrower’s or any of its Subsidiaries’ rights in and to such patents, trademarks, service marks, trade names, trade name dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations, or such other rights, priorities or privileges relating to Intellectual Property except those that do not relate to such patents, patent trademarks, service marks, trade names, trade dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations that individually or in the aggregate are material to the business of the Borrower or its Subsidiaries or involve material amounts of money. No claim or proceeding, or to the knowledge of the Borrower, threat of claim or proceeding, has been asserted by any Person against Parent, the Borrower or any of its Subsidiaries relating to the use, right to use or ownership of any Intellectual Property used or presently proposed to be used in the conduct of their respective businesses, or challenging or questioning the validity or effectiveness of any Intellectual Property used or presently proposed to be used in the conduct of their respective businesses. Parent, the Borrower and its Subsidiaries have taken all commercially reasonable steps to maintain the confidentiality of their material trade secrets and, to the Borrower’s knowledge, there has been no misappropriation of any of such trade secrets by any Person. Schedule 5.10 attached hereto correctly lists, as of the Closing Date, all material or registered patents, trademarks and, copyrights since the filing of the Intellectual Property Collateral Agreements made under the Existing Credit Agreement in connection with the closing thereof and all material governmental licenses, authorizations and similar rights, unpatented inventions created or trade secrets of others. Except as specifically provided in Schedule 5.12(b)(2), the consummation acquired by the Company of Borrower or any Guarantor. All material copyrights are registered with the transactions contemplated by this Agreement will not adversely affect the rights and benefits afforded to the Company by any such Intellectual PropertyUnited States Copyright Office.

Licenses; Intellectual Property. (a) The Company Borrower and each of its Subsidiaries owns or its employees hold all licenses, franchises, permits and other governmental authorizations ("Licenses") necessary to conduct is the business licensee of the Company, the absence of which would cause a Material Adverse Effect on the Company, and the Company has delivered to AmPaM a list that is accurate, in all material respects, and summary description (which is set forth on Schedule 5.12(a)(1)) of all such Licenses. At or prior to the Closing, all such Licenses owned or held by any employee of the Company will be assigned or licensed to the Company for no additional consideration. The Licenses listed on Schedule 5.12(a)(1) are valid, and the Company has not received any notice that any person intends to cancel, terminate or not renew any such License. The Company has conducted and is conducting its business in compliance in all material respects with the requirements, standards, criteria and conditions set forth in the Licenses listed on Schedule 5.12(a)(1) and is not in violation of any of the foregoing in any material respect. Except as specifically provided in Schedule 5.12(a)(2), the consummation by the Company of the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company by, any such Licenses. (b) The Company owns or possesses adequate licenses or other rights to use (without making any payment or granting rights to any person in exchange) all patents, patent applications, trademarks, copyrights, service marks and trade names (collectively, the "Intellectual Property") necessary to conduct its business as currently conducted. A description of any Intellectual Property licensed by the Company, including the material terms of any such license, is described on Schedule 5.12(b)(1). Neither the validity of the Intellectual Property nor the title thereto or use thereof by the Company is being questioned in any pending litigation, and the conduct of the Company's business, as currently conducted, does not conflict with licenses, copyrights, uncopyrighted works, trade marks, service marks, trade names, trade name dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations, governmental or otherwise, and all other material rights, patents, patent rights, unpatented inventions priorities or trade secrets of others. Neither the validity of the privileges relating to Intellectual Property nor the title thereto or use thereof by the Company is being questioned in any pending or, to the knowledge of the Company, threatened infringement claims or litigation, and necessary for the conduct of the Company's business, their respective businesses as now presently conducted or as presently proposed to be conducted, does not without any known material conflict with the rights of any other Person. No settlement agreements, consents, licenses, copyrightsjudgments, uncopyrighted worksorders, trade marksforbearance to xxx or similar obligations limit or restrict the Borrower’s or any of its Subsidiaries’ rights in and to such patents, trademarks, service marks, trade names, trade name dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations, or such other rights, patents, patent rights, unpatented inventions priorities or trade secrets privileges relating to Intellectual Property owned by the Borrower and each of othersits Subsidiaries. Except as specifically provided set forth on Schedule 5.10, no claim or proceeding, or to the knowledge of the Borrower, threat of claim or proceeding, has been asserted by any Person against the Borrower or any of its Subsidiaries, relating to the use, right to use or ownership of any Intellectual Property used or presently proposed to be used in the conduct of their respective businesses, or challenging or questioning the validity or effectiveness of any Intellectual Property used or presently proposed to be used in the conduct of their respective businesses. The Borrower and its Subsidiaries have taken all commercially reasonable steps to maintain the confidentiality of their trade secrets and, to the Borrower’s knowledge, there has been no misappropriation of any of such trade secrets by any Person. Schedule 5.12(b)(2)5.10 attached hereto correctly lists, as of the consummation Closing Date, all patents, registered trademarks, registered service marks, domain names, registered copyrights, franchises and licenses, including all material governmental licenses, of the Borrower and each Subsidiary Guarantor, in each case arising under the laws of the United States or any political subdivision thereof. All material copyrights, if any, are registered with the U.S. Copyright Office. Any applied for or registered patent, trademark, service xxxx, trade dress, domain name or copyright, owned by the Company of the transactions contemplated by this Agreement will Loan Parties has been duly maintained and has not adversely affect the rights and benefits afforded been cancelled, allowed to expire, surrendered, or abandoned, except to the Company by extent the applicable Loan Party has decided to cancel, allow to expire, surrender or abandon any such Intellectual PropertyProperty in its reasonable business judgment. All registered trademarks, service marks, trade dress, domain names and copyrights and all issued patents listed on Schedule 5.10 are subsisting and in full force and effect, except to the extent the applicable Loan Party has decided to cancel, allow to expire, surrender or abandon any such Intellectual Property in its reasonable business judgment. The Borrower and each Subsidiary Guarantor have in place systems that are at least consistent with industry standards to protect their rights in the Intellectual Property used in their businesses.

Licenses; Intellectual Property. (a) The Company or its employees hold all licenses, franchises, permits and other governmental authorizations ("Licenses") necessary to conduct the business of the Company, the absence of which would cause a Material Adverse Effect on the Company, and the Company has delivered to AmPaM a list that is accurate, in all material respects, and summary description (which is set forth on Schedule 5.12(a)(1)) of all such Licenses. At or prior to the Closing, all such Licenses owned or held by any employee of the Company will be assigned or licensed to the Company for no additional consideration. The Licenses listed on Schedule 5.12(a)(1) are valid, and the Company has not received any notice that any person intends to cancel, terminate or not renew any such License. The Company has conducted and is conducting its business in compliance in all material respects with the requirements, standards, criteria and conditions set forth in the Licenses listed on Schedule 5.12(a)(1) and is not in violation of any of the foregoing in any material respect. Except as specifically provided in Schedule 5.12(a)(2), the consummation by the Company of the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company by, any such Licenses. (b) The Company owns or possesses adequate licenses or other rights to use (without making any payment or granting rights to any person in exchange) all patents, patent applications, trademarks, copyrights, service marks and trade names (collectively, the "Intellectual Property") necessary to conduct its business as currently conducted. A description of any Intellectual Property licensed by the Company, including the material terms of any such license, is described on Schedule 5.12(b)(15.12(b) (1). Neither the validity of the Intellectual Property nor the title thereto or use thereof by the Company is being questioned in any pending litigation, and the conduct of the Company's business, as currently conducted, does not conflict with licenses, copyrights, uncopyrighted works, trade marks, service marks, trade names, trade name rights, patents, patent rights, unpatented inventions or trade secrets of others. Neither the validity of the Intellectual Property nor the title thereto or use thereof by the Company is being questioned in any pending or, to the knowledge of the Company, threatened infringement claims or litigation, and the conduct of the Company's business, as now conducted, does not conflict with licenses, copyrights, uncopyrighted works, trade marks, service marks, trade names, trade name rights, patents, patent rights, unpatented inventions or trade secrets of others. Except as specifically provided in Schedule 5.12(b)(2), the consummation by the Company of the transactions contemplated by this Agreement will not adversely affect the rights and benefits afforded to the Company by any such Intellectual Property.

Licenses; Intellectual Property. The Company Owns or holds all licenses, permits, franchises, titles (including, without limitation, motor vehicle titles and registrations), zoning, approvals and other authorizations (collectively "Authorizations") which are used in or required for the Company's business, owns or holds all patents, trademarks, trade names, the name H&M Steel, Inc. and any logos associated with that name or any derivation thereof, service marks and copyrights, or rights with respect thereto which are used in or required for the Company's business (collectively "Rights"). Schedule 5.17 contains an accurate and complete list, and includes copies, of all such Authorizations and Rights, including, without limitation, existing and/or expired patents. Each such Authorization is valid and sufficient and in full force and effect. The Company has not registered any other trademarks or trade names. To Sellers' knowledge, (a) The Company there is no existing or its employees hold all licensesthreatened infringement, franchisesmisuse or misappropriation by others of any such Rights, permits and other governmental authorizations ("Licenses"b) necessary to conduct the business of the Company, the absence of which would cause a Material Adverse Effect on the Company, and there is no pending or threatened claim by Sellers or the Company has delivered to AmPaM a list that against others for any such infringement, misuse or misappropriation and (c) there is accurate, in all material respects, and summary description (which is set forth on Schedule 5.12(a)(1)) no pending judicial proceeding involving any claim of all such Licenses. At or prior to the Closing, all such Licenses owned or held by any employee of the Company will be assigned or licensed to the Company for no additional consideration. The Licenses listed on Schedule 5.12(a)(1) are valid, and the Company has not received any written notice that any person intends to cancelor claim of any, terminate infringement, misuse or not renew any such License. The Company has conducted and is conducting its business in compliance in all material respects with the requirements, standards, criteria and conditions set forth in the Licenses listed on Schedule 5.12(a)(1) and is not in violation of any of the foregoing in any material respect. Except as specifically provided in Schedule 5.12(a)(2), the consummation misappropriation by the Company of any right owned by any third party, and (d) there is no pending or existing deficiency in the procedures, policy and documentation that is required for re-certification by the American Institute of Steel Construction, Inc., in September 1999. Neither the execution and delivery nor the consummation of the transactions contemplated by this Agreement hereby will not result in cause a default under or a breach or violation termination of, or adversely affect the rights and benefits afforded to the Company byinterfere in any respect with, any such Licenses. (b) The Company owns or possesses adequate licenses or other rights to use (without making any payment or granting rights to any person in exchange) all patents, patent applications, trademarks, copyrights, service marks and trade names (collectively, the "Intellectual Property") necessary to conduct its business as currently conducted. A description of any Intellectual Property licensed by the Company, including the material terms of any such license, is described on Schedule 5.12(b)(1). Neither the validity of the Intellectual Property nor the title thereto or use thereof by the Company is being questioned in any pending litigation, and the conduct of the Company's business, as currently conducted, does not conflict with licenses, copyrights, uncopyrighted works, trade marks, service marks, trade names, trade name rights, patents, patent rights, unpatented inventions or trade secrets of others. Neither the validity of the Intellectual Property nor the title thereto or use thereof by the Company is being questioned in any pending or, to the knowledge of the Company, threatened infringement claims or litigation, and the conduct of the Company's business, as now conducted, does not conflict with licenses, copyrights, uncopyrighted works, trade marks, service marks, trade names, trade name rights, patents, patent rights, unpatented inventions or trade secrets of others. Except as specifically provided in Schedule 5.12(b)(2), the consummation by the Company of the transactions contemplated by this Agreement will not adversely affect the rights and benefits afforded to the Company by continued operations under any such Intellectual PropertyAuthorization or Right. Copies of all Authorizations and Rights which have previously been delivered to Buyer are accurate and complete. Nothing herein shall confer any right to Buyer to any name or logo of Sellers.

Licenses; Intellectual Property. (a) The Company or its employees hold all licenses, franchises, permits and other governmental authorizations ("Licenses") necessary to conduct the business SCHEDULE 4.21-PART 1 contains a description of the Company, the absence of which would cause a Material Adverse Effect on the Company, and the Company has delivered to AmPaM a list that is accurate, in all material respectsIntellectual Property (for example, and summary description trade secrets, computer software) that has been used in the Conveyed Ryder Business during the two (which is set forth on Schedule 5.12(a)(1)2) of all such Licenses. At or years prior to the ClosingEffective Date and that is owned by RSI, an Acquired Ryder Entity or Ryder Affiliate (with such disclosure indicating the entity owning such Intellectual Property). SCHEDULE 4.21(A)-PART 2 contains a description of all such Licenses owned material Intellectual Property licensed or held by any employee leased for use in the Conveyed Ryder Business as of the Company will be assigned or licensed Effective Date and, to the Company for no additional consideration. The Licenses listed on Schedule 5.12(a)(1Knowledge of Ryder, during the two (2) are validyears prior to the Effective Date (with such disclosure indicating the owner or vendor of such licensed or leased Intellectual Property, the Acquired Ryder Entity or Ryder Affiliate licensing or leasing the Intellectual Property and the name, date and/or nature of the license agreement or lease), and RSI has furnished the Company has not received any notice that any person intends to cancelAllied Parties with copies of all license agreements or leases governing such Intellectual Property. To the Knowledge of Ryder, terminate or not renew any such License. The Company has conducted and is conducting its business in compliance in the Intellectual Property described on SCHEDULE 4.21(A) constitutes all material respects with Intellectual Property reasonably required for conduct of the requirementsConveyed Ryder Business, standardsas it is currently conducted, criteria and conditions set forth in the Licenses listed on Schedule 5.12(a)(1) and is not in violation there are no rights of any of the foregoing in any material respect. Except as specifically provided in Schedule 5.12(a)(2), the consummation by the Company of the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded third parties relating to the Company by, any Intellectual Property identified in SCHEDULE 4.21(A)-PART 1 that could impair or preclude the Acquired Entity's use of such LicensesIntellectual Property after the Closing. (b) The Company owns or possesses adequate licenses or other rights SCHEDULE 4.21(B) contains a list of all material agreements, procedures and policies that the Acquired Ryder Entities have in place to use (without making any payment or granting rights to any person in exchange) all patents, patent applications, trademarks, copyrights, service marks and trade names (collectively, protect the "Intellectual Property") necessary to conduct its business , Trade Secrets, and Confidential Information associated with the Conveyed Ryder Business as currently conductedRyder has conducted it, including, but not limited to, no-compete or non-solicitation covenants or agreements (whether free standing or embodied in broader agreements, such as employment or consulting agreements), confidentiality or non-disclosure agreements, and technology ownership agreements or covenants. A description of any Intellectual Property licensed by the CompanyTo RSI's Knowledge, including the material terms such agreements are in full force and effect and no party is in breach of any such licenseagreements. SCHEDULE 4.21(B) describes all technology development work (for example, is described on Schedule 5.12(b)(1). Neither computer software development) performed by third party contractors or consultants for an Acquired Ryder Entity or in connection with the validity of Conveyed Ryder Business during the Intellectual Property nor two (2) years prior to the title thereto or use thereof by the Company is being questioned in any pending litigationEffective Date, and SCHEDULE 4.21(B) also identifies all such work that was governed by a written agreement with the conduct of the Company's business, as currently conducted, does not conflict with licenses, copyrights, uncopyrighted works, trade marks, service marks, trade names, trade name rights, patents, patent rights, unpatented inventions or trade secrets of others. Neither the validity of the Intellectual Property nor the title thereto or use thereof by the Company is being questioned in any pending or, developer and all such written agreements have been provided to Allied for review prior to the knowledge of the Company, threatened infringement claims or litigation, and the conduct of the Company's business, as now conducted, does not conflict with licenses, copyrights, uncopyrighted works, trade marks, service marks, trade names, trade name rights, patents, patent rights, unpatented inventions or trade secrets of others. Except as specifically provided in Schedule 5.12(b)(2), the consummation by the Company of the transactions contemplated by this Agreement will not adversely affect the rights and benefits afforded to the Company by any such Intellectual PropertyClosing Date.