Common use of Ownership and Protection of Intellectual Property Clause in Contracts

Ownership and Protection of Intellectual Property. As applicable, Seller owns or has the right to use pursuant to license, sublicense, agreement, or permission all Intellectual Property Assets free from any Encumbrances, and as to the owned Intellectual Property Assets, free from any requirement of any past, present, or future royalty payments, license fees, charges or other payments, or conditions or restrictions whatsoever. None of the owned Intellectual Property Assets are involved in any pending or to the best knowledge of Seller, threatened litigation, none of the licensed Intellectual Property Assets are involved in any pending or, to the best knowledge of Seller, threatened litigation involving Seller and, to the best of Seller's knowledge, none of the licensed Intellectual Property Assets are involved in any pending or threatened litigation involving parties other than Seller. Seller has not received any notice of invalidity or infringement of any rights of others with respect to such Intellectual Property Assets. To the best of Seller's knowledge after reasonable investigation, the conduct of the Business does not infringe or otherwise conflict with any rights of any other firm, corporation, association or person in respect of any Intellectual Property. To the best knowledge of Seller after reasonable investigation, none of the owned Intellectual Property Assets are being infringed or otherwise used or available for use by any other firm, corporation, association or person. Seller has taken all reasonable and prudent steps to protect the owned Intellectual Property Assets from infringement by any other firm, corporation, association or person. Seller's use of the Intellectual Property Assets is not, to the best of Seller's knowledge after reasonable investigation, infringing upon or otherwise violating the rights of any third party in or to such Intellectual Property Assets, nor, to the best of Seller's knowledge after reasonable investigation, has such infringement been alleged by any third party. All of the Intellectual Property Assets are valid and enforceable rights of Seller, and the owned Intellectual Property Assets, will be quit-claimed to Buyer and will not cease to be valid and in full force and effect by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement.

Ownership and Protection of Intellectual Property. As applicable, Seller owns or has exclusively or, in the case of licensed rights, the valid and enforceable right to use pursuant to license, sublicense, agreement, or permission all Intellectual Property Assets free from any Encumbrances, and as to the owned Intellectual Property Assets, free from any requirement of any past, present, or future royalty payments, license fees, charges or other payments, or conditions or restrictions whatsoever. None of the owned Intellectual Property Assets are involved in any pending or to the best knowledge of Seller, threatened litigation, none of the licensed Intellectual Property Assets are involved in any pending or, to the best knowledge of Seller, threatened litigation involving Seller and, to the best of Seller's knowledge, none of the licensed Intellectual Property Assets are involved in any pending or threatened litigation involving parties other than Seller. Seller has not received any notice of invalidity or infringement of any rights of others with respect to such Intellectual Property Assets. To the best of Seller's knowledge after reasonable investigation, the conduct of the Business does not infringe or otherwise conflict with any rights of any other firm, corporation, association or person in respect of any Intellectual Property. To the best knowledge of Seller after reasonable investigation, none of the owned Intellectual Property Assets are being infringed or otherwise used or available for use by any other firm, corporation, association or person. Seller has taken all reasonable and prudent steps to protect the owned Intellectual Property Assets from infringement by any other firm, corporation, association or person. Seller's use of the Intellectual Property Assets is notlisted on Schedule 4.19(a) or underlying the licenses set forth on Schedule 4.19(b), to the best of Seller's knowledge after reasonable investigation, infringing upon or otherwise violating the rights of any third party in or to such Intellectual Property Assets, nor, to the best of Seller's knowledge after reasonable investigation, has such infringement been alleged by any third party. All of and the Intellectual Property Assets are valid and enforceable rights of Seller, and the owned Intellectual Property Assets, will be quit-claimed to Buyer and will not cease to be valid and in full force and effect rights of Seller by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. All of the pending applications have been duly filed. Seller has not received any written notice of invalidity or infringement of any rights of others with respect to such Intellectual Property. Seller has taken all reasonable and prudent steps to protect the Intellectual Property listed on Schedule 4.19 (a) from infringement by this Agreementany other Person. No other Person (i) has the right to use any of Seller's trademarks or service marks on the goods and/or services in connection with which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods or services of any such person, to cause confusion with such trademarks or to cause a mistake or to deceive, (ii) has notified Seller in writing that it is claiming any ownership of or right to use any of the Intellectual Property, or (iii) to Seller's Knowledge, is infringing upon, violating or misappropriating any of the Intellectual Property in any way. To Seller's Knowledge, the Intellectual Property does not and will not conflict with, infringe upon, misappropriate or otherwise violate the valid rights of any Person in or to such Intellectual Property, and no Action has been instituted against or written notices received by Seller that are presently outstanding alleging that Seller's use of the Intellectual Property infringes upon, misappropriates or otherwise violates any rights of a Person in or to such Intellectual Property.