Common use of Licenses; Intellectual Property Clause in Contracts

Licenses; Intellectual Property. Section 3.12 of the Company's Disclosure Schedule sets forth a list of all registered and material unregistered Intellectual Property (as defined below) owned by the Company and used in the conduct of its Business and all agreements granting any right to use or practice any right relating to the Intellectual Property (as defined below) currently used in the conduct of the Company's business (the "Licenses"). Except as set forth in Section 3.12 of the Company's Disclosure Schedule, (i) to the Company's best knowledge, the Company or its Subsidiaries is the sole owner of all of its rights under the Licenses free and clear of any liens, claims, encumbrances or interests; (ii) to the Company's best knowledge, the Company or its Subsidiaries is the sole owner of, or has a valid right to use pursuant to a License, all patents and patent applications; registered and unregistered trademarks, service marks, trade names, trade dress, logos, company names and other source or business identifiers, including all goodwill associated therewith; the names, likenesses and other attributes of individuals; registered and unregistered copyrights, computer programs and databases; trade secrets, proprietary technology, know-how, industrial designs and other confidential information ("Trade Secrets"); any pending applications for any of the foregoing (collectively, the "Intellectual Property") currently used in the conduct of the Company's business, free and clear of any liens, claims, encumbrances or interests; (iii) to the Company's best knowledge the present or past operations of the Company or the Subsidiaries does not infringe upon, violate, interfere or conflict with the rights of others with respect to any Intellectual Property and no claim is pending or, to the Company's best knowledge, threatened, to this effect; (iv) to the Company's best knowledge, none of the Intellectual Property is invalid or unenforceable, or has not been used or enforced or has failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intellectual Property and no claim is pending or, to the Company's best knowledge, threatened, to this effect; (v) no License provision or any other contract, agreement or understanding to which the Company is a party would prevent the continued use by the Company or the Subsidiaries (as currently used by the Company or its Subsidiaries) of any Intellectual Property following the consummation of the transactions contemplated hereby; (vi) to the Company's best knowledge, no person is infringing upon or otherwise violating any Intellectual Property or License; (vii) there are no claims pending or, to the Company's best knowledge, threatened in connection with any License; and (viii) to the Company's best knowledge, no Trade Secret has been disclosed by the Company or its Subsidiaries to any third party except subject to an appropriate confidentiality agreement or as required by a governmental authority.

Licenses; Intellectual Property. Section 3.12 of the Company's Disclosure Schedule sets forth a list of all registered and material unregistered Intellectual Property (as defined below) owned by the Company and used in the conduct of its Business business and all agreements granting any right to use or practice any right relating to the Intellectual Property (as defined below) currently used in the conduct of the Company's business (the "Licenses"). Except as set forth in Section 3.12 of the Company's Disclosure Schedule, (i) to the Company's best knowledge, the Company or its Subsidiaries is the sole owner of all of its rights under the Licenses free and clear of any liens, claims, encumbrances or interests; (ii) to the Company's best knowledge, the Company or its Subsidiaries is the sole owner of, or has a valid right to use pursuant to a License, all patents and patent applications; registered and unregistered trademarks, service marks, trade names, trade dress, logos, company names and other source or business identifiers, including all goodwill associated therewith; the names, likenesses and other attributes of individuals; registered and unregistered copyrights, computer programs and databases; trade secrets, inventions, discoveries, proprietary technology, know-how, industrial designs designs, customer lists and other confidential information ("Trade Secrets"); any pending applications for any of the foregoing (collectively, the "Intellectual Property") currently used in the conduct of the Company's business, free and clear of any liens, claims, encumbrances or interests; (iii) to the Company's best knowledge the present or past operations of the Company or the Subsidiaries does not infringe upon, violate, interfere or conflict with the rights of others with respect to any Intellectual Property and no claim is pending or, to the Company's best knowledge, threatened, to this effect; (iv) to the Company's best knowledge, none of the Intellectual Property currently used is invalid or unenforceable, or has not been used or enforced or has failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intellectual Property and no claim is pending or, to the Company's best knowledge, threatened, to this effect; (v) no License provision or any other contract, agreement or understanding to which the Company or any Subsidiary is a party would prevent the continued use by the Company or the Subsidiaries (as currently used by the Company or its Subsidiaries) of any Intellectual Property following the consummation of the transactions contemplated hereby; (vi) to the Company's best knowledge, no person is infringing upon or otherwise violating any Intellectual Property or License; (vii) there are no claims pending or, to the Company's best knowledge, threatened in connection with any License; and (viii) to the Company's best knowledge, no Trade Secret has been disclosed by the Company or its Subsidiaries to any third party except subject to an appropriate confidentiality agreement or as required by a governmental authority.