Common use of Owned Patents Clause in Contracts

Owned Patents. SECTION 2.12(c) of the Target Disclosure Schedule sets forth an accurate and complete list of all Patents owned by Target (collectively, "Owned Patents"). Except as set forth on SECTION 2.12(c) of the Target Disclosure Schedule: (i) Target is the owner of all right, title and interest in and to all Owned Patents, in each case free and clear of any and all liens, covenants, conditions and restrictions or other adverse claims or interests of any kind or nature, and Target has taken commercially reasonable steps to protect Target's rights in and to the Owned Patents, and Target has not received any written notice or claim challenging Target's exclusive ownership of the Owned Patents or challenging or questioning the validity, enforceability or use of any of the Owned Patents; (ii) to Target's knowledge, the Owned Patents are valid and enforceable, provided that no representation regarding validity or enforceability is made with respect to patent applications; (iii) to Target's knowledge, Target has not taken any action or failed to take any action, conducted its business, or used or enforced (or failed to use or enforce) any of the Owned Patents in a manner that would result in the abandonment or unenforceability of any of the Owned Patents; (iv) to Target's knowledge, the inventions disclosed in the Owned Patents may be practiced by Target without infringing any other patents owned by any other person; (v) Target has not granted to any other person any right, license or permission to practice any Owned Patents except as disclosed in SECTION 2.12(c) of the Target Disclosure Schedule; (vi) no Owned Patent has been or is now involved in any interference, reissue, reexamination or opposition proceeding or any other litigation or proceeding of any kind; and (vii) to Target's knowledge, there is no patent or patent application issued to or filed by any other person, which patent or patent application is actually interfering with any Owned Patents, and, to Target's knowledge, the activities, technology, products or operations of no other person has infringed or is infringing in any material respect on any of the Owned Patents.

Owned Patents. SECTION 2.12(cSCHEDULE 2.3(p)(ii) of the Target Disclosure Schedule sets forth an accurate annexed hereto contains a complete and complete correct list and summary description of all Patents owned by Target the Company (collectively, "Owned PatentsOWNED PATENTS"), indicating for each (to the extent applicable) the applicable jurisdiction, registration or application number and date issued (or date filed) and a summary of the claims to which such Owned Patent relates. Except as may be set forth on SECTION 2.12(cSCHEDULE 2.3(p)(ii): (a) to the Knowledge of the Target Disclosure Schedule: (i) Target is Selling Shareholders, the owner Company are the owners of all right, title and interest in and to all Owned Patents, in each case free and clear of any and all liensLiens, covenants, conditions and restrictions or other adverse claims or interests of any kind or nature, and Target has taken commercially reasonable steps to protect Target's rights in and to the Owned Patents, and Target Company has not received any written notice or claim (whether written or oral) challenging Target's their respective complete and exclusive ownership of the Owned Patents or suggesting that any other Person has any claim of legal or beneficial ownership with respect thereto; (b) there is no claim challenging or questioning the validity, validity or enforceability or use of any of the Owned PatentsPatents or, to Selling Shareholders' Knowledge, any threat or other indication of an intention on the part of any Person to bring a claim that any Owned Patent is invalid, is unenforceable or has been misused; (iic) to Target's knowledgethe Knowledge of Selling Shareholders, the Owned Patents are legally valid and enforceable, provided that no representation regarding validity or enforceability is made with respect to patent applications; (iiid) to Target's knowledge, Target has not taken any action or failed to take any action, conducted its business, or used or enforced (or failed to use or enforce) any of the Owned Patents in a manner that would result in the abandonment or unenforceability of any of the Owned Patents; (iv) to Target's knowledge, the inventions disclosed in the Owned Patents may be practiced by Target the Company without infringing any other patents owned by any other personPerson; (ve) Target the Company has taken the steps set out in SCHEDULE 2.3(p)(ii) to protect its rights in and to the Owned Patents, in each case in accordance with standard industry practice; (f) the Company has not granted to any other person Person any right, license or permission to practice any Owned Patents except as disclosed in SECTION 2.12(c) of the Target Disclosure ScheduleOwned Patents; (vig) no to the Knowledge of Selling Shareholders, all of the Owned Patent has Patents are currently in compliance with legal requirements (including payment of filing, examination, and maintenance fees and proofs of working or use); (h) to the Knowledge of Selling Shareholders, all maintenance fees, annuities, and the like due on the Owned Patents have been or is now involved in any interference, reissue, reexamination or opposition proceeding or any other litigation or proceeding of any kindtimely paid; and (viii) to Targetno other Person's knowledge, there is no patent or patent application issued to or filed by any other person, which patent or patent application is actually interfering with any Owned Patents, and, to Target's knowledge, the activities, technology, products or operations of no other person has have infringed or is are infringing in any material respect on any of the Owned Patents.

Owned Patents. SECTION 2.12(cSchedule 5.14(c) of the Target Disclosure Schedule sets forth an accurate and ------------- complete list of all unexpired Patents owned by Target Xxxxxx and its Subsidiaries and used in the Satellite Business (collectively, "Owned Patents"). Except as may be set forth on SECTION 2.12(c) of the Target Disclosure Schedule:Schedule 5.14(c): (i) Target is Xxxxxx and its Subsidiaries are the owner owners of all right, title and interest in and to all Owned Patents, in each case free and clear of any and all liens, covenants, conditions and restrictions or Liens (other adverse claims or interests of any kind or naturethan Permitted Exceptions), and Target has taken commercially reasonable steps to protect Target's rights in Xxxxxx and to the Owned Patents, and Target has its Subsidiaries have not received any written notice or claim challenging Target's exclusive Xxxxxx' and its Subsidiaries' ownership of the Owned Patents or challenging or questioning the validity, enforceability or use of any of the Material Owned PatentsPatents or asserting that any other Person has any material claim of ownership with respect thereto; (ii) to Target's knowledge, Xxxxxx and its Subsidiaries have not received any written notice or claim challenging the Owned Patents are valid and enforceable, provided that no representation regarding validity or enforceability of any of the Material Owned Patents or indicating an intention on the part of any Person to bring a claim that any such Owned Patent is made with respect to patent applicationsinvalid, is unenforceable or has been misused; (iii) Xxxxxx and its Subsidiaries have taken reasonable steps to Target's knowledge, Target has not taken any action or failed protect ownership of Xxxxxx and its Subsidiaries in and to take any action, conducted its business, or used or enforced (or failed to use or enforce) any of the Owned Patents in a manner that would result in the abandonment or unenforceability of any of the Owned Patents; (iv) to Target's knowledge, the inventions disclosed in the Owned Patents may be practiced by Target without infringing none of Xxxxxx or any other patents owned by any other person; (v) Target of its Subsidiaries has not granted to any other person Person any right, license or permission to practice make satellites, satellite subsystems or components thereof in competition with the Satellite Business under any of the Material Owned Patents except as disclosed other than licenses granted in SECTION 2.12(cthe ordinary course of business (x) to customers involving customer-funded development of such satellites, satellite subsystems or components, or (y) to vendors under contracts involving improvements to vendor-supplied technology or products; (v) to the Knowledge of the Target Disclosure ScheduleSeller, all of the Owned Patents are currently in compliance in all material respects with applicable legal requirements (including payment of maintenance fees and the like); (vi) no Owned Patent has been or is now involved in any material interference, reissue, reexamination or opposition proceeding or any other material litigation or proceeding of any kindlike proceeding; and (vii) to Targetthe Seller's knowledge, there is no patent or patent application issued to or filed by any other person, which patent or patent application is actually interfering with any Owned Patents, and, to Target's knowledgeKnowledge, the activities, technology, products or operations of no other person Person has infringed or is infringing in any material respect on any of the Owned Patents, so as to materially affect the Satellite Business.

Owned Patents. SECTION 2.12(cSchedule 3.16(c) of the Target Disclosure Schedule sets forth an accurate and ------------- ---------------- complete list of all Patents owned by Target Seller (collectively, "Owned Patents"). Except as may be set forth on SECTION 2.12(c) of the Target Disclosure Schedule:Schedule 3.16(c): ---------------- (i) Target Seller is the owner of all right, title and interest in and to all Owned Patents, in each case free and clear of any and all liensLiens, covenants, conditions and restrictions or other adverse claims or interests of any kind or nature, and Target has taken commercially reasonable steps to protect Target's rights in and to the Owned Patents, and Target has not neither Seller nor its Affiliates have received any written notice or claim (whether written or oral) challenging TargetSeller's complete and exclusive ownership of the Owned Patents or suggesting that any other Person has any claim of legal or beneficial ownership with respect thereto; (ii) Seller and its Affiliates have not received any notice or claim (whether written or oral) challenging or questioning the validity, validity or enforceability or use of any of the Owned PatentsPatents or indicating an intention on the part of any Person to bring a claim that any Owned Patent is invalid, is unenforceable or has been misused and, to Seller's Knowledge, no Owned Patent otherwise has been challenged or threatened in any way; (iiiii) to Target's knowledgethe Knowledge of Seller, the Owned Patents are valid and enforceable, provided that no representation regarding validity or enforceability is made with respect to patent applications; (iiiiv) to Target's knowledge, Target Seller has not taken any action or failed to take any actionaction (including a failure to disclose material prior art in connection with the prosecution of any Patent), conducted its businessthe Business, or used or enforced (or failed to use or enforce) any of the Owned Patents in a manner that would result in the abandonment or unenforceability of any of the Owned Patents; (ivv) to Target's knowledge, the inventions disclosed in the Owned Patents may be practiced by Target Seller without infringing any other patents owned by any other personPerson; (vvi) Target Seller has taken commercially reasonable steps to protect Seller's rights in and to the Owned Patents; (vii) Seller has not granted to any other person Person any right, license or permission to practice any of the Owned Patents except as other than pursuant to any Technology Distribution Agreement disclosed in SECTION 2.12(cSchedule -------- 3.16(i); -------- (viii) all of the Target Disclosure ScheduleOwned Patents are currently in compliance with legal requirements including proofs of working or use); (viix) all maintenance fees, annuities, and the like due on the Owned Patents have been timely paid; (x) no Owned Patent has been or is now involved in any interference, reissue, reexamination or opposition proceeding Proceeding or any other litigation or proceeding Proceeding of any kind; and; (viixi) to TargetSeller's knowledgeKnowledge, there is no patent or patent application issued to or filed by any other personPerson, which patent or patent application is actually interfering with any Owned Patents, ; and, (xii) to TargetSeller's knowledgeKnowledge, the activities, technology, products or operations of no other person Person has infringed or is infringing in any material respect on any of the Owned Patents.